/raid1/www/Hosts/bankrupt/TCRAP_Public/020213.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                   A S I A   P A C I F I C

            Wednesday, February 13, 2002, Vol. 5, No. 31

                         Headlines

A U S T R A L I A

ANSETT AUSTRALIA: Virgin in Talks With Tesna
AQUARIUS PLATINUM: Responds to Placer Dome Press Speculation
GAMES 'R' US: ASIC Grants Time Extension to Hold AGM
HIH INSURANCE: Inquiry Shows Premature Profit
JOYCE CORPORATION: Chairman Stands Down

LEYSHON RESOURCES: Posts Change of Director's Interest Notice


C H I N A   &   H O N G  K O N G

ASIA RESOURCES: Hires Kin Eng as Independent Financial Adviser
DAILYWIN GROUP: Creditors Agree to Drop Winding Up Petition
GETCHANGE LIMITED: Winding Up Petition Hearing Set
GS SUPERHIGHWAY: Repays US$684M Shareholder Loan
KONSAND INVESTMENTS: Winding Up Petition Set For Hearing

NOBLE CONSTRUCTION: Winding Up Petition To Be Heard
SUN KAM: Faces Winding Up Petition
TECHCAP HOLDINGS: Submits Requirements Compliance Waiver to HKSE
WORLDBAR INVESTMENT: Petition To Wind Up Pending
YEHTEX DEVELOPMENT: Winding Up Petition Slated For Hearing


I N D O N E S I A

ASIA PULP: Aspires to End Debt Plan by March

*IBRA Appoints CIBA/Andersen, HHP as Merger Consultant


J A P A N

DAIEI INC: Proposes 1,400 Employees' Voluntary Retirement
HITACHI LTD: Selects Verplex as Verification Solution Provider
KOTOBUKIYA CO: Aeon May Acquire Retail Outlets
NIPPON TELEGRAPH: Unit Chooses Netopia for WAKWAK ADSL Service
NISSAN FIRE: Agrees Merger Terms With Yasuda Fire

SNOW BRAND: Huge Milk Production Alliance Planned
SNOW BRAND: Reveals Senior Officials' 50% Pay Cut
SOGO DENKI: Files for Bankruptcy


K O R E A

DAEWOO CAPITAL: Govt Sets Up CRV to Normalize Operations
DAEWOO MOTOR: GM Shows Interest in Acquiring Indian Subsidiary
HYNIX SEMICONDUCTOR: Infineon Offers to Control Chip Unit
SSANGYONG CORP: Creditors Agree on Bailout Package


M A L A Y S I A

AMSTEEL CORPORATION: Obtains SC's Nod on Proposed Disposal
CSM CORPORATION: Currently in Talks With Potential Buyer
INNOVEST BERHAD: Unit Faces Winding Up Petition
LION CORPORATION: EGM to be Held on Feb 25
OLYMPIA INDUSTRIES: Submits Amended Scheme to SC

OMEGA HOLDINGS: Enters Restructuring Scheme Agreement With SBSB
PAN PACIFIC: Releases Jan 2002 Defaulted Payment Status
PARK MAY: Bonds Fully Redeemed
TAT SANG: New Significant Development on Defaulted Payment
TRANS CAPITAL: Enters Proposed Restructuring Scheme MOU


P H I L I P P I N E S

ALL ASIA: ATR-Kim Signs Agreement to Acquire Subsidiary
NATIONAL POWER: Govt Aims Assets Investments From Investors
NATIONAL STEEL: Appraising Proposed Debt Write-Off Impact
NATIONAL BANK: Owners Defer Rehabilitation MOU
PHILIPPINE LONG: Receives US$149M Credit From German Firm


S I N G A P O R E

CAM INTERNATIONAL: Annual General Meeting Set on February 28
CAPITALAND LIMITED: Incurs $275M Group Net Loss
CHEW EU: Clarifies Acquisition Announcement
LKN-PRIMEFIELD: Increases Unit's Capital
PANPAC MEDIA.COM: Withdraws Unit's Scheme of Arrangement


T H A I L A N D

EMC PUBLIC: Bank Thai Becomes First Major Shareholder
PREECHA GROUP: Capital Increase Shares Issuance Noted
SINO-THAI ENGINEERING: Signs Contract With MKKL
THAI ENGINE: Approved Reorganization Plan Amendment Successful
TREATTHABOON COMPANY: Business Reorganization Petition Filed

     -  -  -  -  -  -  -  -

=================
A U S T R A L I A
=================


ANSETT AUSTRALIA: Virgin in Talks With Tesna
--------------------------------------------
Virgin Group and Tesna on Monday confirmed further discussions
will take place in Australia this week between the two groups.
The discussions will involve Virgin Blue's Chief Executive,
Brett Godfrey.

Sir Richard Branson said "a further meeting between the
principals was held on Sunday which was again very
constructive."

Solomon Lew and Lindsay Fox also said, "We agree that our
discussions with Sir Richard have been worthwhile and we look
forward to further discussions."

Both parties noted that any meetings are held on the clear
understanding that Tesna remains committed to the completion of
the sale agreement with the Ansett administrators regardless of
the outcome of the discussions.

The parties will not conduct these discussions through the media
and there will be no further announcements until the discussions
are concluded.


AQUARIUS PLATINUM: Responds to Placer Dome Press Speculation
------------------------------------------------------------
Aquarius Platinum Limited refers to speculation in the
Australian and UK media about a potential Aquarius takeover
offer by Placer Dome Inc of Canada.

Aquarius has had some discussions with Placer in relation to it
acquiring an interest of some nature in Aquarius, those
discussions have been terminated. Aquarius is unable to
anticipate whether there will be further discussions between the
parties.


GAMES 'R' US: ASIC Grants Time Extension to Hold AGM
----------------------------------------------------
The Australian Securities and Investments Commission (ASIC)
granted Games 'R' Us Australia Limited (the Company) an
extension of time to hold its Annual General Meeting (AGM) to a
date no later than Thursday, 14 March 2002.

The Company was previously granted an extension of time by ASIC
an 30 October 2001 to hold its AGM by a date no later than 28
February.

The extension of time was sought by the Company due to the
Company not being in a position to dispatch all relevant notice
of meeting documents associated with the AGM to shareholders
within the minimum time limits prescribed under the Corporations
Act for an AGM before 28 February 2002.


HIH INSURANCE: Inquiry Shows Premature Profit
---------------------------------------------
The HIH Royal Commission heard Monday that HIH Insurance should
not have booked profits from a reinsurance contract with
Germany's Hannover Re three years before the Australian
company's collapse, APP reported Tuesday.  HIH entered two
reinsurance contracts with Hannover Re in 1998 that provided the
HIH with $550 million in cover and allegedly helped boost its
profits by almost $200 million in 1999 and 2000.

The Commission heard evidence last month that HIH also signed a
"sham" letter of credit guaranteeing it would top up a trust
fund set up as part of the deals to ensure any claims it
recovered would be covered.

"My expectation was that they wouldn't be booked as
reinsurance," Hannover Re Executive Henning Ludolphs stressed
that he did not know HIH would include profits from the
contracts in its financial results for 1999 and 2000.

Asked by counsel assisting the Commission, Richard White, SC, if
that was because the contracts did not involve "any significant
transfer of risk", Mr Ludolphs agreed.  "So altogether (the
contracts and letter of credit) in my view it wouldn't transfer
significant risk."

The hearing before Justice Neville Owen continues.

To see transcripts of Monday hearing, go to
http://www.bankrupt.com/misc/TCRAP_HIH0212.pdf


JOYCE CORPORATION: Chairman Stands Down
---------------------------------------
Please be advised that as a consequence of the impact on Joyce
Corporation Ltd of the recent receivership, Mr D A Smetana has
resigned as Chairman of the Company, pending the outcome of the
forthcoming Annual General Meeting.

In the interim Mr R G Swanson will assume the role of Chairman
of the Company.


LEYSHON RESOURCES: Posts Change of Director's Interest Notice
-------------------------------------------------------------
LEYSHON RESOURCES LIMITED posted this notice:

CHANGE OF DIRECTOR'S INTEREST NOTICE

   Name of Company          Leyshon Resources Limited

   ABN                      75 010 482 274

We (the entity) give the ASX the following information under
listing rule 3.19A.2 and as agent for the director for the
purposes of section 205G of the Corporations Act.

   Name of Director         Mark Laurence Pearce

   Date of last notice      07/01/2002


Part 1 - Change of director's relevant interests in securities

Direct or indirect interest             M&N Pearce ATF The NMLP  
                                        Trust                    

Nature of indirect interest
(including registered holder)           Trustee and beneficiary  

Date of change                          30/01/2002

No. of securities held prior
to change                               300,000                  

Class                                   Fully paid ordinary      
                                      shares                   

Number Acquired                              -

Number disposed                         63,100

Value/consideration                     $9680                    

No. of securities held after
change                                  236,900                  

Nature of change                        On-market trade          


Part 2 - Change of director's relevant interests in contracts

Detail of contract                      None                     

Nature of direct interest                                        

Name of registered holder
(if issued securities)                                           

Date of change                           

No. and class of securities to which
interest related prior to change                                 

Interest Acquired                                                

Interest disposed                                                

Value/consideration                                              

Interest after change


================================
C H I N A   &   H O N G  K O N G
================================


ASIA RESOURCES: Hires Kin Eng as Independent Financial Adviser
--------------------------------------------------------------
The Directors of Asia Resources Transportation Holdings Limited
(formerly known as Wing Lee International Holdings Limited), in
reference to the joint announcement made by Unichina and the
Company on 4th February, 2002 (the "Announcement"), informed
that since the Company and Core Pacific-Yamaichi Capital Limited
(CPY) could not reach an agreement on the terms of engagement of
CPY as the independent financial adviser to advise the
independent Board Committee of the Company regarding the
Subscription and the Offers, the Company has appointed Kim Eng
Capital (Hong Kong) Limited as the independent financial adviser
instead.

The Announcement is in relation to the subscription of
1,100,000,000 new Shares by Unichina and the purchase of
438,883,214 existing Shares by Unichina from Dragon Point and
the possible unconditional cash offer by BNP Paribas Peregrine
on behalf of Unichina for all the Shares (other than those
already owned or agreed to be acquired by Unichina or parties
acting in concert with it).


DAILYWIN GROUP: Creditors Agree to Drop Winding Up Petition
-----------------------------------------------------------
Creditors of Dailywin Group Ltd have agreed to ask the Court to
dismiss a winding up petition against the Company and an
application for the appointment of provisional liquidators at a
hearing on Feb 25, after an agreement with Rich Time Strategy
Ltd, Dynamission Investments Ltd and the trustee for holders of
unsecured convertible loan stock issued by the company was
reached, Quamnet News Service reports.

Under the terms of the agreement, Dynamission will acquire from
holders of loan stock not less than 70 percent of the
outstanding amount of the stock at 78 percent of the face value,
to cost some 1.924 million stg and HK$1.30 million, to be
completed by Feb 20.

The winding up petition was issued in October after the company
failed to pay the interest due on the stock.  Dailywin has now
paid the outstanding interest to loan stock holders up to
February 7, totaling 224,586 stg.

An application will be made to the Hong Kong Stock Exchange for
resumption of trading in the shares of the company from 10.00 am
on Feb 15.


GETCHANGE LIMITED: Winding Up Petition Hearing Set
--------------------------------------------------
The petition to wind up Getchange Limited is set for hearing
before the High Court of Hong Kong on March 6, 2002 at 9:30 am.  
The petition was filed with the Court on December 17, 2001 by
Bank of China (Hong Kong) Limited of 14th Floor, Bank of China
Tower, 1 Garden Road, Central, Hong Kong.


GS SUPERHIGHWAY: Repays US$684M Shareholder Loan
------------------------------------------------
GS Superhighway, a subsidiary of Hopewell Holdings Ltd., has
repaid a US$684.4 million loan to Hopewell Holdings, DebtTraders
analyst, Daniel Fan (852-2537-4111) and Blythe Berselli (1-212-
247-5300) reported. GS Superhighway took out a new bank loan to
repay the debt.

"Although the repayment of the debt will improve GS
Superhighway's liabilities, it will have little effect on
Hopewell Holdings circumstances," Fan and Berselli said.

The GS Superhighway 10.250% bonds due on 2007 (GSSUP2) are
trading between above par between 104 and 106. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=GSSUP2for  
real-time bond pricing.


KONSAND INVESTMENTS: Winding Up Petition Set For Hearing
--------------------------------------------------------
The petition to wind up Konsand Investments Limited is scheduled
for hearing before the High Court of Hong Kong on February 20,
2002 at 9:30 am.  

The petition was filed with the court on December 10, 2001 by
Bank of China (Hong Kong) Limited (the successor corporation to
The China and South Sea Bank Limited pursuant to Bank of China
(Hong Kong) Limited (Merger) Ordinance (Cap. 1167) of 14th
Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong.


NOBLE CONSTRUCTION: Winding Up Petition To Be Heard
---------------------------------------------------
The petition to wind up Noble Construction Limited is set for
hearing before the High Court of Hong Kong on February 27, 2002
at 9:30 am.  The petition was filed with the court on December
12, 2001 by Mok Fung Kuen of Flat 257-258, Block 1, Yip On
Factory Estate, Kowloon Bay, Kowloon, Hong Kong.  


SUN KAM: Faces Winding Up Petition
----------------------------------
The petition to wind up Sun Kam Kee Company Limited will be
heard before the High Court of Hong Kong on March 6, 2002 at
9:30 am.  The petition was filed with the Court on December 18,
2001 by Kwok Ping Nam of Room 2308, Shui Moon House, Tin Shui
Estate, Tin Shui Wai, New Territories, Hong Kong.  


TECHCAP HOLDINGS: Submits Requirements Compliance Waiver to HKSE
----------------------------------------------------------------
Techcap Holdings Limited (the Company) advised that as extra
time is needed for the Company to prepare the necessary
financial information for inclusion in the Circular in relation
to, among other things, a major transaction, the Company has
applied to the Hong Kong Stock Exchange (HKSE) for a waiver from
the strict compliance of the requirements of Rule 14.13(2) of
the Listing Rules and an extension of the deadline for the
dispatch of the Circular from 15th February, 2002 to 4th March,
2002.

According to Wrights Investors' Service, at the end of 2001, the
Company had negative working capital, as current liabilities
were HK$337.06 million while total current assets were only
HK$74.33 million. The fact that the Company has negative working
capital could indicate that the Company will have problems in
expanding. The Company has paid no dividends during the last 12
months. It also reported losses during the previous 12 months


WORLDBAR INVESTMENT: Petition To Wind Up Pending
------------------------------------------------
The petition to wind up Worldbar Investment Limited is scheduled
for hearing before the High Court of Hong Kong on March 6, 2002
at 9:30 am.  The petition was filed with the Court on December
14, 2001 by Wong Suk Yee of Flt E, 28th Floor, Block 2, Tai Po
Center, Tai Po, New Territories, Hong Kong.  


YEHTEX DEVELOPMENT: Winding Up Petition Slated For Hearing
----------------------------------------------------------
The petition to wind up Yehtex Development Company Limited
is scheduled to be heard before the High Court of Hong Kong on
March 6, 2002 at 9:30 am. The petition was filed with the Court
on December 10, 2001 by Bank of China (Hong Kong) Limited of
14th Floor, Bank of China Tower, 1 Garden Road, Central, Hong
Kong.


=================
I N D O N E S I A
=================


ASIA PULP: Aspires to End Debt Plan by March
--------------------------------------------
DebtTraders analysts, Daniel Fan (852-2537-4111) and Blythe
Berselli (1-212-247-5300), say, "Asia Pulp & Paper still hopes
to conclude its debt plan by March although creditors rejected
its proposal last week. The paper group plans to negotiate with
creditors again after receiving a formal letter of objections.
Asia Pulp & Paper group has a total debt of $12.2 billion."

The APP Int'l Finance's 11.75% bonds due on 2005 (APP7) are
trading between 24 and 27. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=APP7


*IBRA Appoints CIBA/Andersen, HHP as Merger Consultant
------------------------------------------------------
As follow up to the Government/FSPC Decree dated 22 November
2001 regarding acceleration efforts on bank restructuring
programs under The Indonesian Bank Restructuring Agency (IBRA)
through the merger mechanism for Bank Bali, Bank Universal, Bank
Patriot, Bank Prima Express, and Bank Artamedia, as well as
improving the quality of bank's intermediation function towards
economic growth, IBRA has appointed Center for Investment &
Business Advisory (CIBA)/Andersen as financial advisor and
Hadiputranto, Hadinoto & Partners (HHP) as legal advisor of the
merger of the aforementioned 5 banks. The assignment of
consultant has been conducted through a beauty contest process
since 21 December 2001.

Assessment process is underway for determining the form of the
bank merger to ensure adjustment to the goal of merger in order
to produce a strong, financially sound and competitive bank. For
this reason, IBRA maintains continuous coordination with Bank
Indonesia (BI) on every phase.

The government requests that all customers, depositors and
debtors, as well as the public in general to keep their business
with the operational activities of Bank Bali, Bank Universal,
Bank Patriot, Bank Prima Express, and Bank Artamedia as usual.
The five banks will operate regularly and steps taken by the
government towards the five banks is to allow the banks to
operate in professional ways.


=========
J A P A N
=========


DAIEI INC: Proposes 1,400 Employees' Voluntary Retirement
---------------------------------------------------------
Daiei Inc. will ask 1,400 workers to resign in a massive
restructuring scheme, Mainichi Shimbun reported on Sunday. The
ailing supermarket chain slashed 1,000 jobs in March 2001. The
company announced a drastic rehabilitation plan last month,
saying it a total of 6,000 employees would lose their jobs.

Under the restructuring plan, Daiei will close 50 debt-ridden
outlets across the nation starting April this year. The Company
presently employs 11,200 people. The company aims to have 500
workers quit in March and the other 900 are expected to leave
three months later.


HITACHI LTD: Selects Verplex as Verification Solution Provider
--------------------------------------------------------------
Verplex(TM) Systems, Inc., announced on February 6, 2002 that
Hitachi, Ltd. has signed a purchase agreement for multiple
licenses of its Conformal(TM) Logic Equivalence Checker (LEC).
Additionally, Conformal LEC will be integrated into SOC planner,
Hitachi's design environment and manufacturing solution for
system LSI designs.

Hitachi manufactures and markets a wide range of semiconductor
chips for digital consumer products, car information systems,
networking and mobile products. The size and complexity of these
chips mean that a much greater level of automation is required
to verify the design.

Verplex currently supports the 73C (0.35 micron technology) and
76C (0.18 micron technology) series libraries from Hitachi.

"We have a plan to integrate Conformal LEC into SOC planner,
our design environment and manufacturing solution for system
LSIs," says Yoshio Okamura, department manager, Design
Technology Development Department, Design Technology Development
Division, Semiconductor and Integrated Circuits, Hitachi, Ltd.
"As the innovation in technology continues to rapidly advance,
we must provide the best solutions that ensure good chips on
time. Verplex tools help our engineers to quickly detect,
locate, isolate, and understand the causes of the problem, which
significantly contributes to our success in the marketplace."

"Hitachi customers need best-in-class tools to get their
designs completed," states Tom Senna, vice president of
Business Development and Marketing at Verplex. "We are proud to
be such an integral part of Hitachi's mainstream design flow,
knowing that they set such high standards in meeting customer
requirements. We enthusiastically anticipate that our
integration with SOC planner will extend Hitachi's success with
their customers even further."

Availability

For more information on Conformal LEC, contact Dino Caporossi,
Verplex vice president of marketing, at (408) 586-0387 or via
email at dino@verplex.com. More details about Verplex can be
found at its Web Site: http://www.verplex.com.

About Hitachi, Ltd.

Hitachi, Ltd., headquartered in Tokyo, Japan, is one of the
world's leading global electronics companies, with fiscal 2000
(ended March 31, 2001) consolidated sales of 8,417 billion yen
($67.9 billion(a)). The company manufactures and markets a wide
range of products, including computers, semiconductors, consumer
products and power and industrial equipment. For more
information on Hitachi, Ltd., please visit Hitachi's Web site at
http://global.hitachi.com

About Hitachi's SOC planner

SOC planner is Hitachi's total system LSI platform for flexible
customer solutions with the following features: (1) system
development environment, which realizes hardware-software
concurrent development and validation environment introducing
co-design and co-simulation, (2) LSI design environment with
precise one-pass design flow halving design period, (3) silicon
technology implementing high-speed, high-integration, and low-
power consumption, and (4) Hitachi core competent SuperH(TM)/H8
cores, IPs, OSs, and middleware common to these.

About Verplex

Verplex Systems Inc. is an electronic design automation (EDA)
company focused on delivering the highest speed, highest
capacity and easiest to use formal verification products for
complex system-on-chip (SOC) design. Founded in 1997, it is
privately held and funded by leading venture capital firms.

Corporate headquarters is located at 300 Montague Expressway,
Suite 100, Milpitas, Calif. 95035. Telephone: (408) 586-0300.
Facsimile: (408) 586-0230. Email: info@ verplex.com. Online
information is found at its web site: http://www.verplex.com.
Verplex, Conformal and BlackTie are trademarks of Verplex
Systems Inc. All other companies and products referenced herein
are trademarks or registered trademarks of their respective
holders.

Hitachi Ltd will cut 4,000 more employees in the group companies
by the end of June with the introduction of a new early
retirement program next month, TCR-AP reported last month. The
restructuring scheme disclosed last year aims to cut 16,350 jobs
at home and abroad. The firm will cut a total of 20,350 jobs
with the introduction of the new retirement system.


KOTOBUKIYA CO: Aeon May Acquire Retail Outlets
----------------------------------------------
Kotobukiya Co. is negotiating with Aeon Co. and five supermarket
operators to acquire 90 of its 134 retail outlets, Japan Times
reported on Friday, citing unnamed company sources. Aeon and
Izumi Co. plans to take 50 to 60 retail outlets from Kumamoto-
based Kotobukiya, the largest supermarket chain in Kyushu.

Kotobukiya is also negotiating the acquisition of its other
outlets with around five supermarket operators in Kyushu and
Yamaguchi Prefecture. The Company hopes to reach a final
agreement by the end of February.

The ailing supermarket chain operator filed for court protection
from creditors in December with total debts of Y295.9 billion.
The firm is undergoing a rehabilitation process approved by the
Kumamoto District Court last month.


NIPPON TELEGRAPH: Unit Chooses Netopia for WAKWAK ADSL Service
--------------------------------------------------------------
Netopia, Inc. (Nasdaq: NTPA, news, msgs), a market leader in
broadband gateways and Web platform software designed for small
and medium enterprises, announced on February 6, 2002 that NTT-
ME Corporation, a wholly owned subsidiary of NTT (NYSE: NTT,
news, msgs) and the largest telecommunications Company in the
world, has chosen the Netopia R910 Ethernet Router for its
WAKWAK enterprise ADSL service. NTT-ME began deployment of the
R910 for its ADSL service last month.

This service is being offered to businesses in Japan through
system integrators that are connected to the NTT-ME platform.
Through this platform, customers will enjoy value-added features
for business class broadband service, such as PPPoE
functionality, firewall protection, and virtual private
networking (VPN), including support for IPSec and PPTP.

"NTT-ME is thrilled to be using the Netopia R910 router for our
ADSL service," said Fumihiro Nakanishi, Engineer at NTT-ME's
WAKWAK Provider Division. "Netopia's business class routers
help us target and reach small, medium and distributed
enterprise customers who need secure connectivity. We can now
provide them with an all-in-one solution that's both cost-
effective and easy to deploy."

"We are very happy about NTT-ME's decision to deploy our
Ethernet routers in Japan," said David Wong, Vice President,
Asia Pacific at Netopia. "The deployment of a company as
prestigious as NTT-ME enhances our position as a leader in the
Asia Pacific market. Now we can provide business class support
across the entire Japan region, as we have in other parts of the
world."

The Netopia R910 Ethernet Router provides the following
features:

    -- PPPoE functionality
    -- Session keep-alive function
    -- MSS function
    -- Firewall
    -- Supports IPSec and PPTP
    -- Dynamic multi-NAT
    -- 4 10Base-T Ethernet ports

    About NTT-ME

Founded in 1999 in Tokyo, NTT-ME, a subsidiary of Nippon
Telegraph and Telephone Corporation, offers Total IT Business
Solutions, from consulting to after-sale support. NTT-ME
integrates the experience and know-how that have been garnered
by member companies of the NTT Group through its extensive
resources and dedication building numerous large-scale systems
and offers them as solutions that can be easily applied for use
by anyone, from large corporations to small home offices.
Specific services include the ASP service which provides the
latest applications for download via the Internet, solution
packages such as Web sites and LAN- or WAN-related products, the
SI service that proposes and builds customized systems,
practical training courses, and special solutions addressing
such issues as user support and security. For more information
regarding NTT-ME and WAKWAK Enterprise ADSL Service, please send
email to info@wakwak.com, or visit www.wakwak.com.

    About Netopia

Netopia, Inc. develops, markets and supports broadband gateways
and Web platform software designed for distributed, small and
medium enterprises, small offices/home offices, and multi-PC
households. Netopia enables carriers and service providers to
improve their profitability with expanded broadband service
offerings. These bundled service offerings often include DSL or
cable service bundled with security, VPN, voice over broadband,
and eSite and eStore hosting with eCare.

Netopia's broadband gateways are interoperable with all major
central office equipment suppliers, including Alcatel, Cisco,
Copper Mountain Networks, Ericsson, Lucent Technologies, Nokia,
Paradyne, Siemens, and Zhone Technologies. Netopia has
established strategic distribution relationships with leading
carriers and service providers including BellSouth, Comcast,
Covad Communications, Earthlink Network, Everdream, France
Telecom, Hong Kong Telecom/PCCW, MegaPath Networks, SBC
Communications, Telecom Italia, Verizon, and WorldCom group.

Headquartered in Alameda, Calif., Netopia's common stock trades
on The Nasdaq Stock Market(R) under the symbol "NTPA." Further
information about Netopia can be obtained via phone 510-814-
5100, fax 510-814-5021, or on the Web at www.netopia.com.

Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995:

Portions of this release that are not statements of historical
fact may include forward-looking statements. Statements
regarding Netopia, Inc.'s beliefs, plans, expectations or
intentions regarding the future are forward-looking statements,
within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. All such forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Netopia, Inc.'s actual results
could differ materially. Prospective investors are cautioned not
to place undue reliance on any such forward-looking statements.
Further, Netopia expressly disclaims any obligation to revise or
update any of the forward-looking statements contained herein to
reflect future events or developments after the date hereof.
Netopia does not undertake to update any oral or written
forward-looking statement that may be made by or on behalf of
Netopia. For more information concerning Netopia and risk
factors that may affect Netopia's future results and may cause
actual results to vary from results anticipated in forward-
looking statements, investors should review Netopia's public
filings with the United States Securities and Exchange
Commission, which are available by calling Netopia at 510-814-
5260 or online at www.sec.gov.

All company names, brand names and product names are trademarks
of their respective holders.

CONTACT: Diva Sze of Netopia, Inc., +852-2460-2288, or
dsze@netopia.com

TCR-AP reported last week that the Nippon Telegraph and
Telephone Corp. labor union decided not to seek a uniform hike
in base wages during spring salary negotiations, with the
decision to be formalized at the union's central committee
meeting. The decision stemmed from the company's restructuring
plans, including NTT East Corp. and NTT West Corp., involving
wage cuts of up to 30 percent and the transfer of around 110,000
workers to lower-paid positions at subsidiaries.  


NISSAN FIRE: Agrees Merger Terms With Yasuda Fire
-------------------------------------------------
Nissan Fire & Marine Insurance Co has agreed on merger terms
with Yasuda Fire & Marine Insurance Co on July 1 including an
equity swap ratio, Japan Today reported on Saturday. The
agreement, which makes Yasuda the surviving entity in the deal,
a holder of one Nissan share will receive 0.36 Yasuda share.

TCR-AP reported last month that Nissan Fire & Marine Insurance
projects a net loss in the fiscal year to March worth Y39.50
billion, worse than an earlier forecast of Y21.50 billion
losses. The company will also expect losses related to U.S.
reinsurer Fortress Re worth Y112.9 billion ($851 million).


SNOW BRAND: Huge Milk Production Alliance Planned
-----------------------------------------------
Snow Brand Milk Products Co. will enter talks with another dairy
company and two agricultural associations to form a nationwide
alliance that would produce 25 percent of Japan's milk, Asahi
Shimbun said on Friday. The move would aid Snow Brand Milk's
survival the financial drubbing it took after its unit Snow
Brand Foods Co., which was found to have switched labels on meat
to win government subsidies amid the mad cow disease scare.

Negotiations will fall under the guidance of the Agriculture,
Forestry and Fisheries Ministry. Snow Brand's would-be partners
include the National Federation of Agricultural Cooperatives
that owns a network of about 1,360 agricultural cooperatives and
economic organizations, National Federation of Dairy Cooperative
Associations, and the dairy products maker Kyodo Milk Industry
Company.


SNOW BRAND: Reveals Senior Officials' 50% Pay Cut
-------------------------------------------------
Snow Brand Foods Co. will cut the salaries of its President and
two Senior Managing Directors by 50 percent next month as a part
of its restructuring drive, Japan Times said on Friday. The
meat-packing Company will slash salary of five of its executives
by 40 percent and trim 20 percent the wages of around 152 of its
managerial staff.

An unnamed company spokesman said that the plan would be
announced next week at the earliest. Snow Brand Foods has
already informed around 1,000 of its part-time workers they will
be laid off by March 10 because of a labeling scandal and
rapidly declining sales.


SOGO DENKI: Files for Bankruptcy
--------------------------------
Consumer electronics retailer, Sogo Denki Co. has filed for
bankruptcy because of declining sales, Bloomberg reported on
Tuesday. The Company, which is based on the northern island of
Hokkaido has total debts of Y30.6 billion ($229.3 million).

North Pacific Bank owns 1.1 million of Sogo Denki shares or
about 3.2 percent is the firm's biggest lender. North Pacific
refused to comment on how much it lent the failed retailer. Bank
spokesman Satoru Arai said the exact amount is being calculated.


=========
K O R E A
=========


DAEWOO CAPITAL: Govt Sets Up CRV to Normalize Operations
--------------------------------------------------------
The government set up a corporate restructuring vehicle (CRV)
for the troubled Daewoo Capital to normalize its operations by
taking over its debts totaling Y4.9 trillion and issuing stocks
based on its obligations, Korea Times reported on Friday. The
new stock issues will be distributed to creditor financial
institutions of Daewoo Capital and sold to local and foreign
investors.

The unit of the collapsed Daewoo Group is currently allowed to
keep afloat under a creditor-initiated workout-restructuring
scheme. Daewoo Capital owes W1.9 trillion to the state-run Korea
Asset Management Corp. (KAMCO), W974.4 billion to Daewoo
Securities and W645 billion to Seoul Investment Trust Management
Company.


DAEWOO MOTOR: GM Shows Interest in Acquiring Indian Subsidiary
--------------------------------------------------------------
General Motors (GM) is interested in acquiring Indian unit
Daewoo Motor India of the ailing Korean firm Daewoo Motor, the
Times of India reported on Friday. GM has also renewed its
proposal to buy only nine of its 24 overseas sales units, not
all as it had initially offered, due to hidden debt.

Daewoo Motor India had been witnessing a sharp drop in its car
sales after its parent company declared bankruptcy. The Indian
unit has been making efforts to turn the corner by closing down
its loss-making engine, transmission and axle plants and
trimming its workforce.


HYNIX SEMICONDUCTOR: Infineon Offers to Control Chip Unit
---------------------------------------------------------
German microchip firm Infineon Technologies AG has offered to
control the memory chip unit of Hynix Semiconductor Inc, Taipei
Times and the Korea Herald reported on February 11. Infineon
also expressed interest in forging an alliance with Hynix, with
a bigger price offer than of US rival Micron Technology Inc.

Infineon's financial advisor, Morgan Stanley has told Hynix
creditors that Infineon is capable of mobilizing up to US$8
billion in cash. Infineon delegates reportedly looked into
Hynix' finances and operations last week when discussions
between Hynix CEO Park Chong-sup and Micron officials were held.


SSANGYONG CORP: Creditors Agree on Bailout Package
--------------------------------------------------
Fifteen creditor banks, including Chohung and Hanvit Bank of
Ssangyong Corporation, have agreed on a bailout package for the
firm that includes W210 billion debt-for-equity conversion and
extension of the grace period for loans, Digital Chosun reported
Saturday. The creditors decided on the conversion deal and a
grace period for loan repayment until the end of 2005 in a
conference held Friday afternoon.

Creditors also demanded the firm's major shareholders write off
a total of 18.2 percent of their shares and minor shareholders
to write down their shares on a ratio of 5 to 1.


===============
M A L A Y S I A
===============


AMSTEEL CORPORATION: Obtains SC's Nod on Proposed Disposal
----------------------------------------------------------
The Board of Directors of Amsteel Corporation Berhad (Amsteel or
the Company) announced that the Securities Commission (SC) has
approved these Company proposals, via its letters dated 29
January 2002 and 5 February 2002:

   (i) Proposed disposal of 150,000 ordinary shares of RM1.00
each, representing 100% equity interest in Optima Jaya Sdn Bhd
(OJSB) to SCB Developments Berhad (SCB) for a consideration of
RM150,000 (Proposed Disposal);

   (ii) Proposed assumption of certain liabilities of OJSB by
Amsteel amounting to RM112.68 million and waiver by Amsteel of
RM87.25 million of an existing amount owing by OJSB to Amsteel,
in consideration for a fixed amount of RM113.85 million owing by
OJSB to Amsteel (Interco); and

   (iii) Proposed settlement of the consideration for the
Proposed Disposal and the settlement of the Interco by SCB on
behalf of OJSB via a cash payment of RM10,000,500 and the issue
of 23,111,000 new ordinary shares of RM1.00 each (Shares) in SCB
valued at RM4.50 per SCB share

collectively referred to as the "Proposals".

The SC further granted its approval, via its letter dated 5
February 2002, for the proceeds to be derived from the aforesaid
Proposals (in particular the proceeds from the disposal of the
23,111,000 new SCB Shares) to repay the amount owed to Pancaran
Abadi Sdn Bhd, Takenaka (Malaysia) Sdn Bhd and Itochu
Corporation (collectively referred to as the "Itochu Group").

The Proposals remain subject to:

   (i) the approval of the Ministry of International Trade &
Industry;

   (ii) the approval of the shareholders of Amsteel at an
extraordinary general meeting (EGM) to be convened;

   (iii) the approval of the shareholders of SCB at an EGM to be
convened; and

   (iv) the receipt from Pancaran Abadi Sdn Bhd of the discharge
of the charge over the lands held under Geran HSD 98385 Lot PT
79 Seksyen 67 and Geran HSD 98386 Lot PT 78 Seksyen 67 Daerah
Kuala Lumpur (Lands) and the issue documents of title to the
Lands.

Shareholders of Amsteel and potential investors are requested to
refer to the announcement dated 20 June 2001 for further details
of the Proposals.


CSM CORPORATION: Currently in Talks With Potential Buyer
--------------------------------------------------------   
CSM Corporation Berhad (CSM or the Company) is currently
negotiating with a prospective buyer on the sale of a property.
When the terms of the agreement are finalized, the Company
would, at such time make the relevant announcement in accordance
with its disclosure obligations.

The Company, clarified that it is not seeking protection from
creditors under Section 176 of the Companies Act, 1965 as
reported in an article appearing in Bloomberg, on Wednesday, 6
February 2002 entitled, "CSM up 9.9%; Plans Sale of More Land".

With respect to the statement that "Industry source says company
received large contract to supply slot machines to unidentified
party in Philippines; expects contract to be injected into CSM,
which would alleviate its financial woes and provide new stream
of income, allowing company to maintain listed status" the
Company is unaware of such contract presently.


INNOVEST BERHAD: Unit Faces Winding Up Petition
-----------------------------------------------
Innovest Berhad (the Company) announced that a winding-up
petition had been presented at the Kuala Lumpur High Court on 22
January 2002 against Merry Acres Sdn Bhd (MASB), a wholly owned
subsidiary of the Company, and served on MASB on 8 February
2002, for a claim of RM3,394,356.22.

1. The details of default or circumstances leading to the filing
of the winding-up petition against MASB

In year 2000, Chemstab filed a civil suit against Merry Acres
for breach of six (6) contracts. The summary judgment was
granted in favor of Chemstab on 21 march 2001. The amount claim
for under the petition is RM3,394,356.24 inclusive of interest
rate of 8% per annum from 17 May 2000 until 31 October 2001 plus
cost being refund of 20% purchase price paid pursuant to six (6)
sale and purchase agreements all dated 20 December 1996 relating
to the purchase of six (6) lots of industrial lands at Taman Sri
Plentong, Johor which Chemstab claimed to have been terminated.
However MASB denies and disputes the said claim as the proper
termination notice was not issued by MASB.

2. The total cost of investment in MASB : RM94,500,000/-

3. The financial and operational impact on the Group

There is no operational impact to the Group. However, in the
event that the Court allows the winding-up petition, it is
expected that an exceptional loss of RM3,394,356.24 will
crystallize.

4. The expected losses arising from the winding-up proceedings

MASB is not expected to incur any losses except for legal fees
of approximately RM50,000/-.

5. The date of hearing of the winding-up petition : 24 April
2002.

6. The steps taken and proposed to be taken by MASB in respect
of the winding-up proceedings:

MASB's solicitors have filed an appeal in the Court of Appeal
against the Judgment and will be filing an injunction to injunct
the winding-up petition.


LION CORPORATION: EGM to be Held on Feb 25
------------------------------------------
Lion Corporation Berhad advised that an Extraordinary General
Meeting of the shareholders of the Company will be held at the
Meeting Hall, Level 48, Menara Citibank, 165 Jalan Ampang, 50450
Kuala Lumpur on Monday, 25 February 2002 at 12.30 pm for the
purpose of considering and, if thought fit, passing with or
without amendment, the ordinary resolutions as set out below:

ORDINARY RESOLUTION 1

Proposed Shareholders' Mandate for Recurrent Related Party
Transactions of a Revenue or Trading Nature

"THAT, subject always to the Listing Requirements of the Kuala
Lumpur Stock Exchange, approval be and is hereby given to the
Company and its subsidiaries to enter into the category of
recurrent related party transactions of a revenue or trading
nature which are necessary for its day to day operations and
with those related parties as specified in paragraph 3.2 of the
Circular dated 9 February 2002 subject further to the following:

   (i) the transactions are in the ordinary course of business
and  are on terms not more favorable to the related parties than
those generally available to the public and are not detrimental
to the minority shareholders of the Company;

   (ii) disclosure is made in the annual report of the breakdown
of the aggregate value of transactions conducted pursuant to the
shareholders' mandate during the financial year based on the
type of transactions made and the names of the related parties
involved in each type of the transactions made and their
relationship with the Company; and

   (iii) that such approval shall continue in force until:

     (a) the conclusion of the next Annual General Meeting of
the Company (AGM) is held following the Extraordinary General
Meeting at which the shareholders' mandate is passed, at which
time it will lapse, unless by a resolution passed at the
meeting, the authority renewed;

     (b) the expiration of the period within which the next AGM
after the date it is required to be held pursuant to Section
143(1) of the Companies Act, 1965 ("CA") (but shall not extend
to such extension as may be allowed pursuant to Section 143(2)
of the CA); or

     (c) revoked or varied by resolution passed by shareholders
in general meeting;

whichever is the earlier;

and THAT, the Directors and/or any of them be and are hereby
authorized to complete and do all such acts and things
(including executing such documents as may be required) to give
effect to the transactions contemplated and/or authorized by
this Ordinary Resolution.

RESOLUTION 2

Ratification of Recurrent Transactions

That the recurrent transactions of a revenue or trading nature
entered into by the subsidiaries of the Company with related
parties in their ordinary course of business during the period
from 1 June 2001 to 31 December 2001 be and are hereby approved
and ratified.


OLYMPIA INDUSTRIES: Submits Amended Scheme to SC
------------------------------------------------
Olympia Industries Berhad (the Company) announced that, Alliance
Merchant Bank Berhad, has, on behalf of the Company made a
submission to the Securities Commission (SC) in relation to the
Private Debt Securities (PDS) proposed to be issued pursuant to
the amended Proposed Restructuring Scheme (Amended Scheme). This
submission complements the earlier submission on the amended
Scheme made to the SC as announced on 3 December 2001.

Pursuant to the amended Scheme, the proposed issuance of PDS
consists of:

   1. RM137,214,246 nominal value of Redeemable Unsecured Loan
Stocks;
   2. RM246,327,068 nominal value of Irredeemable Convertible
Bonds; and
   3. RM440,335,230 nominal value of Irredeemable Convertible
Unsecured Loan Stocks.

In addition, a copy of the aforesaid submission has been
forwarded to Bank Negara Malaysia on the even date for their
information.

The Company also informed that the submission could only be made
after all the necessary approvals have been obtained recently
from the regulatory authorities, namely Bank Negara Malaysia,
Foreign Investment Committee and the Ministry of International
Trade and Industry which announcements were made on 21 January
2002 and 28 January 2002 respectively.


OMEGA HOLDINGS: Enters Restructuring Scheme Agreement With SBSB
---------------------------------------------------------------
Arab-Malaysian Merchant Bank Berhad (Arab-Malaysian), on behalf
of the Board of Directors of Omega Holdings Berhad (Omega or
Company), in reference to its announcement dated 2 January 2002,
which detailed that Omega had entered into a Memorandum of
Understanding (MOU) with Selayang Budi Sdn Bhd (SBSB), S.G.G.
Industries Sdn Bhd (SGGI), S.G.G. Furniture Marketing Sdn Bhd
(SGGM), Global Chairs System Marketing Sdn Bhd (GCSM), American
Home Furnishing Sdn Bhd (AHF) and MP-Metal Furnishing and Design
Sdn Bhd (MMFD), announced that it had on 7 February 2002
formalized the terms of the MOU by entering into a restructuring
scheme agreement (RSA) with SBSB, the terms of which are
detailed below.

The MOU set forth the general understanding reached between
SBSB, Omega and the shareholders of SGGI, SGGM, GCSM, AHF and
MMFD (herein after referred to as the "Vendors") in relation to
the proposed acquisition of the entire issued and paid-up share
capital of SGGI, SGGM, GCSM, AHF and MMFD (Proposed
Subsidiaries) by SBSB from the Vendors and a proposed scheme of
arrangement and corporate reconstruction of Omega on terms and
conditions agreed upon by SBSB as part of a proposal to
restructure and regularize the financial position of Omega.

Under the RSA, Omega and SBSB agreed to undertake and implement
a restructuring scheme, which shall consist of these exercises:

   a) Proposed Capital Reduction and Consolidation;
   b) Proposed Share Premium Write-off;
   c) Proposed Acquisition of Proposed Subsidiaries;
   d) Proposed Scheme of Arrangement;
   e) Proposed Settlement;
   f) Proposed Special Issue;
   g) Proposed Restricted Offer for Sale of Settlement Shares;
   h) Proposed Waiver from the Mandatory Take-over Offer
Requirements; and
   i) Proposed Listing Transfer.

The above proposals are collectively referred to as the
"Proposals".

PROPOSED CAPITAL REDUCTION AND CONSOLIDATION

The Proposed Capital Reduction and Consolidation involves:

a) the reduction of the issued and paid-up share capital of
Omega from RM298,949,331 comprising 298,949,331 ordinary shares
of RM1.00 each (Shares) to RM14,947,466 comprising 298,949,331
ordinary shares of RM0.05 each representing a capital reduction
of RM0.95 for every existing ordinary share of RM1.00 each; and

b) subsequently, twenty (20) of the resulting shares of RM0.05
each shall be consolidated into one (1) ordinary share of RM1.00
each. Thus the resultant 298,949,331 ordinary shares of RM0.05
each will be consolidated into 14,947,466 ordinary shares of
RM1.00 each (Consolidated Shares).

The credit arising from the Proposed Capital Reduction and
Consolidation will be utilized to reduce the accumulated losses
of Omega. As at 30 June 2001, the audited consolidated
accumulated losses of Omega amounted to RM368.97 million. On a
proforma basis the accumulated losses of Omega would be reduced
by the arising credit of RM284.00 million to RM84.97 million.

The proposed capital reduction is to be undertaken under Section
64 of the Companies Act 1965 (Act). Pursuant to Section 64(1)(b)
of the Act, a company may, if so authorized by its articles of
association, reduce its share capital by canceling any paid-up
share capital, which is lost or unrepresented by available
assets by way of special resolution, subject to the sanction of
the High Court.

PROPOSED WRITE OFF OF SHARE PREMIUM

It is also proposed that the Share Premium Account of Omega
would be written off pursuant to Sections 60 and 64 of the Act
of up to RM68.35 million. The credit arising therefrom would be
utilized to set off against the accumulated losses of Omega.

PROPOSED ACQUISITION OF PROPOSED SUBSIDIARIES

An integral part of the Proposals is the Proposed Acquisition of
Proposed Subsidiaries. SBSB had on 7 February 2002 entered into
the following separate agreements with each of the vendors of
the Proposed Subsidiaries pursuant to the Proposed Acquisition
of Proposed Subsidiaries:

a) Conditional Sale and Purchase Agreement (CSPA) with the
vendors of SGGI for the acquisition of the entire issued and
paid-up share capital of SGGI by SBSB for a total purchase
consideration of RM22.136 million to be satisfied by the issue
of 22.136 million new SBSB Shares issued at par value;

b) CSPA with the vendors of SGGM for the acquisition of the
entire issued and paid-up share capital of SGGM by SBSB for a
total purchase consideration of RM13.376 million to be satisfied
by the issue of 13.376 million new SBSB Shares issued at par
value;

c) CSPA with the vendors of GCSM for the acquisition of the
entire issued and paid-up share capital of GCSM by SBSB for a
total purchase consideration of RM14.192 million to be satisfied
by the issue of 14.192 million new SBSB Shares issued at par
value;

d) CSPA with the vendors of AHF for the acquisition of the
entire issued and paid-up share capital of AHF by SBSB for a
total purchase consideration of RM15.632 million to be satisfied
by the issue of 15.632 million new SBSB Shares issued at par
value; and

e) CSPA with the vendors of MMFD for the acquisition of the
entire issued and paid-up share capital of MMFD by SBSB for a
total purchase consideration of RM14.664 million to be satisfied
by the issue of 14.664 million new SBSB Shares issued at par
value.

The above agreements are collectively referred to as the
"CSPAs".

Pursuant to the CSPAs, SBSB shall acquire the entire issued and
paid-up share capital of the Proposed Subsidiaries, free from
all liens, pledges, charges and other encumbrances whatsoever,
for a total aggregate purchase consideration of RM80,000,000 to
be satisfied by the issue of 80,000,000 new SBSB Shares issued
at par value (Consideration Shares). No other liabilities shall
be assumed by SBSB pursuant to the Proposed Acquisition of
Proposed Subsidiaries.

The details of the companies involved in the proposed
acquisition are as follows:

Background Information on SBSB (502960-P)

SBSB was incorporated on 6 January 2000. Its principal activity
is investment holding. SBSB was incorporated as a special
purpose vehicle for the Proposals.

The present authorized share capital of the company is RM100,000
comprising 100,000 Shares, of which 2 Shares have been issued
and are fully paid-up. The two shareholders, who are also the
SBSB's directors, are Prabir Kumar Mittra and Hirda binti
Mustaffar Albakry.

Background Information on the Proposed Subsidiaries

The background information of the Proposed Subsidiaries is as
follows:

(i) Background Information on SGGI (217501-P)
SGGI was incorporated on 21 May 1991. Its principal activity is
the manufacturing and assembling of all types of furniture.

The present authorized share capital of SGGI is RM500,000
comprising 500,000 Shares, of which 325,000 Shares have been
issued and are fully paid-up.

The Directors of SGGI are Tay Weih Tong and See Siaw Eng @ See
Siew Eng who are also the shareholders of SGGI, each holding
61.5% and 38.5% equity interest in SGGI respectively. The date
and the original cost of investment of the Vendors of SGGI are
set out in Table 1 at
http://www.bankrupt.com/misc/TCRAP_Omega0212.html

A summary of the historical results of SGGI is set out in Table
2 at http://www.bankrupt.com/misc/TCRAP_Omega0212.html

(ii) Background Information on SGGM (216142-H)

SGGM was incorporated in Malaysia under the Companies Act, 1965
as a private limited company on 26 April 1991. SGGM's principal
activity is the marketing and export of furniture.

The present authorized share capital of SGGM is RM5,000,000
comprising 5,000,000 Shares, of which 2,000,000 Shares have been
issued and are fully paid-up.

The Directors of SGGM are Tay Weih Tong and See Siaw Eng @ See
Siew Eng who are also the shareholders of SGGI, each holding
68.0% and 32.0% equity interest in SGGM respectively. The date
and the original cost of investment of the Vendors of SGGM are
set out in Table 3 at
http://www.bankrupt.com/misc/TCRAP_Omega0212.html

A summary of the historical results of SGGM is set out in Table
4 at http://www.bankrupt.com/misc/TCRAP_Omega0212.html

(iii) Background Information on GCSM (440859-D)

GCSM was incorporated in Malaysia under the Companies Act, 1965
as a private limited company on 21 July 1997. GCSM's principal
activity is the marketing of furniture.

The present authorized share capital of GCSM is RM500,000
comprising 500,000 Shares, of which 301,002 Shares have been
issued and are fully paid-up.

The Directors of GCSM are Tay Weih Tong and See Siaw Eng @ See
Siew Eng who are also the shareholders of GCSM, each holding
83.1% and 16.9% equity interest in GCSM respectively. The date
and the original cost of investment of the Vendors of GCSM are
set out in Table 5 at
http://www.bankrupt.com/misc/TCRAP_Omega0212.html

A summary of the historical results of GCSM is set out in Table
6 at http://www.bankrupt.com/misc/TCRAP_Omega0212.html

(iv) Background Information on AHF (492890-X)

AHF was incorporated in Malaysia under the Companies Act, 1965
as a private limited company on 9 September 1999. AHF's
principal activity is the manufacturing and dealers in furniture
and furnishing.

The present authorized share capital of AHF is RM500,000
comprising 500,000 Shares, of which 250,000 Shares have been
issued and are fully paid-up.

The Directors of AHF are Fuziah Binti Abd Ghani, Mohamed @
Ismail Bin Aziz, Lim Koon Suan and Wong Siew Foong who are also
the shareholders of AHF, each holding 40.0%, 20.0%, 13.3% and
26.7% equity interest in AHF, respectively. The date and the
original cost of investment of the Vendors of AHF are set out in
Table 7 at http://www.bankrupt.com/misc/TCRAP_Omega0212.html

A summary of the historical results of AHF is set out in Table 8
at http://www.bankrupt.com/misc/TCRAP_Omega0212.html

(v) Background Information on MMFD (529831-U)

MMFD was incorporated in Malaysia under the Companies Act, 1965
as a private limited company on 20 October 2000. MMFD's
principal activities are the manufacturing, designing and
marketing of metal and garden furniture.

The present authorized capital of MMFD is RM5,000,000 comprising
5,000,000 Shares, of which 1,500,000 Shares have been issued and
are fully paid-up.

The Directors of MMFD are Lok Mam Yu, Lok Ming Chee and Lim Chee
Choong who are also the shareholders of MMFD, each holding
88.4%, 8.3% and 3.3% equity interest in MMFD respectively. The
date and the original cost of investment of the Vendors of MMFD
are set out in Table 9 at
http://www.bankrupt.com/misc/TCRAP_Omega0212.html

A summary of the historical results of MMFD is set out in Table
10 at http://www.bankrupt.com/misc/TCRAP_Omega0212.html

Guaranteed Profit After Tax (PAT)

Pursuant to the CSPAs for the Proposed Acquisition of Proposed
Subsidiaries, the vendors of each of the Proposed Subsidiaries
will guarantee SBSB Proposed Subsidiaries' PAT as depicted in
Table 11 at http://www.bankrupt.com/misc/TCRAP_Omega0212.html

Basis for the Purchase Consideration for the Proposed
Acquisition of Proposed Subsidiaries

The total purchase consideration for the Proposed Acquisition of
Proposed Subsidiaries is RM80,000,000 which was arrived at on a
"willing seller willing buyer" basis after taking into account
the total minimum net tangible assets of the Proposed
Subsidiaries of RM32,000,000 as at 31 December 2001 (Minimum
NTA) as detailed in Table 11 at
http://www.bankrupt.com/misc/TCRAP_Omega0212.html.It also took  
into consideration the total guaranteed PAT for the Proposed
Subsidiaries for the year ending 31 December 2002 of
RM10,000,000 (Guaranteed PAT) as detailed in Table 11 at
http://www.bankrupt.com/misc/TCRAP_Omega0212.html

The purchase consideration is at a premium of 150% to the total
Minimum NTA of the Proposed Subsidiaries. Based on the total
Guaranteed PAT, the consideration for the Proposed Acquisition
of Proposed Subsidiaries is at a Price Earnings Multiple of 8
times.

The issue price of the Consideration Shares is the par value of
SBSB Shares. There has been no prior market price for SBSB
Shares. The price of Omega Shares prior to suspension on 4 May
1998 was RM0.50.

Ranking of the Consideration Shares

The Consideration Shares will upon issue and allotment, rank
pari passu in all respects with the then existing Shares of SBSB
in issue except that they shall not be entitled to any
dividends, rights, allotments and/or other distributions, the
entitlement date (namely the date as at the close of business on
which the shareholders must be registered in order to be
entitled to any dividends, rights, allotments and/or other
distributions) of which is prior to the date of allotment of the
Consideration Shares.

Other Salient terms of the CSPAs

(i) Conditions Precedent

The obligation of SBSB to complete the sale and purchase of the
entire issued and paid-up share capital of the Proposed
Subsidiaries under the CSPAs are conditional upon:

   a) the execution of the RSA;
   b) the execution of the Settlement Agreement referred to in
Section 6 below;
   c) the relevant approvals for the Proposals as stated in
Section 19 below being obtained;
   d) SBSB being satisfied with the results of its investigation
into the legal, financial, contractual, tax and trading position
and prospects of the Proposed Subsidiaries and the Proposed
Subsidiaries' rights to their assets;
   e) the fulfillment of the conditions precedent as contained
in all the CSPAs and Settlement Agreement referred to in Section
6 below;
   f) the total net tangible assets of the Proposed Subsidiaries
as certified by independent firm of auditors as at 31 December
2001 being not less than RM32 million and adjusted to
incorporate any subsequent cash or asset injection for equity
(the individual Minimum NTA of the Proposed Subsidiaries is
detailed in Table 11 at
http://www.bankrupt.com/misc/TCRAP_Omega0212.html
); and
   g) such other consents, approvals and/ or waivers as may be
required of any third party or any governmental or regulatory
body or component or authority having jurisdiction over the sale
and purchase of the Proposed Subsidiaries or any transactions
contemplated under the CSPAs.

Notwithstanding of the above, SBSB may at its sole and absolute
discretion waive the fulfillment of one or more of the
conditions stated above save in respect of such conditions
precedent which are required by law or pursuant to any
governmental regulation or guidelines.

If any of such conditions precedent is not fulfilled by the date
falling eighteen (18) months from the date of the CSPAs or such
later date as the parties to the CSPAs may agree in writing (the
Last Date), the CSPAs shall ipso facto cease and determine and
all obligations and liabilities of the parties to the CSPAs
shall cease to have effect and none of the parties shall have
any claim against the other for costs, damages, compensations or
otherwise.

(ii) Moratorium

The Vendors expressly acknowledge that 50% of the Consideration
Shares to be issued pursuant to the Proposed Acquisition of
Proposed Subsidiaries shall be subject to moratorium for such
periods not exceeding three (3) years (provided always that
after the first year of the three (3) years moratorium, the
Vendors are allowed to sell up to one-third per annum on a
straight line basis) and upon such terms as the SC may require
or stipulate.

PROPOSED SCHEME OF ARRANGEMENT

The Proposed Scheme of Arrangement pursuant to Section 176 of
the Companies Act, 1965, shall involve an exchange of the
14,947,466 Consolidated Shares in Omega for Shares in SBSB on
the basis of one (1) SBSB Share for every one (1) Consolidated
Share held in Omega to be satisfied by the issue of 14,947,466
new Shares in SBSB.

PROPOSED SETTLEMENT

The Proposed Settlement involves the settlement of credit
facilities extended by several financial institutions (Creditor
Banks) but excludes trade debts owing to trade creditors. As at
the cut-off date 30 October 1999, the amount of debts to be
restructured in the Omega Group amounts to approximately
RM114.05 million comprising amounts owed to the Creditor Banks
by Omega Securities Sdn Bhd (OSSB), a wholly owned subsidiary of
Omega, the amount of which is secured against Corporate
Guarantees extended by Omega. As part of the required debt
restructuring, the Corporate Guarantees will be discharged. In
consideration for the discharge, up to RM35 million worth of
SBSB Shares and Irredeemable Convertible Unsecured Loan Stocks
(ICULS) will be issued to these Creditor Banks.

The Proposed Settlement will be effected through a signing of a
debt settlement agreement with all the Creditor Banks
(Settlement Agreement).

In consideration of the above settlements, the Creditor Banks
shall unconditionally release and discharge all Corporate
Guarantees (including indemnities and/or undertaking, if any)
issued by Omega and, where applicable, withdraw and/or
discontinue all legal proceedings whatsoever with no order as to
costs against Omega in its capacity as defendant or respondent.

The total debts to be settled pursuant to the Proposed
Settlement should not exceed RM35 million as full and final
settlement of the discharge of the Corporate Guarantees extended
by Omega.

Settlement Scheme

Pursuant to the Proposed Settlement, the RM114.05 million debts
is proposed to be settled in the following manner:

   a) A waiver by all Creditor Banks of all interest accrued
after the cut-off date of 30 October 1999; and

   b) The remaining total debts of RM114.05 million, net of any
security available to the individual Creditor Banks, shall be
waived to the limit that only RM35 million shall be settled in
the following manner:

     i) 25% to be settled by way of issue of SBSB Shares
(Settlement Shares); and

     ii) 75% to be settled by way of issue of SBSB ICULS.

The salient terms of the ICULS are detailed in Table 12 at
http://www.bankrupt.com/misc/TCRAP_Omega0212.html

Proposed Debt Waiver

Omega proposes to seek a waiver from the Creditor Banks in
relation to outstanding principal and interest portion in
relation to the Corporate Guarantees given to OSSB as at the
cut-off date of 30 October 1999 which are in excess of the sum
of the following:

   a) value of securities pledged to the partially secured
Creditor Banks; and

   b) a total of RM35.00 million comprising an amount of RM8.75
million to be settled by way of issue of SBSB Shares and RM26.25
million to be settled with the issue of SBSB ICULS.

PROPOSED SPECIAL ISSUE

SBSB proposes to issue up to 20,000,000 new SBSB Shares to
Bumiputera parties to be nominated at an issue price of RM1.00
per Share.

The issue price of RM1.00 per Share has been set in view of the
issue price of the Consideration Shares pursuant to the Proposed
Acquisitions of Proposed Subsidiaries. It is also set based on
the par value of SBSB Shares.

The Proposed Special Issue Shares, upon issue and allotment,
will rank pari passu in all respects with the then SBSB Shares
except that they will not be entitled to any dividends, rights,
allotments and/or other distributions, the entitlement date of
which is prior to the date of allotment of the Proposed Special
Issue Shares.

The estimated proceeds to be raised from the Proposed Special
Issue is RM20,000,000. This proceeds will be utilized as working
capital for the SBSB Group (SBSB and its subsidiaries after the
Proposals).

PROPOSED RESTRICTED OFFER FOR SALE OF SETTLEMENT SHARES AND
ICULS

After the Proposed Capital Reduction and Consolidation, in order
for SBSB to meet the public shareholding requirements, it is
proposed that an appropriate amount of Settlement Shares and
ICULS will be offered by the Creditor Banks to the registered
shareholders of SBSB after the Proposed Scheme of Arrangement at
an offer price of RM1.00 per Share and RM1.00 per ICULS.

The proceeds from the above Proposed Restricted Offer For Sale
will accrue to the Creditor Banks.

PROPOSED WAIVER FROM THE MANDATORY TAKE-OVER OFFER REQUIREMENTS

After the Proposed Acquisition, the Vendors will own 80,000,000
SBSB Shares representing 64.67% of the issued and paid-up share
capital of SBSB. By virtue of 6.1(a), Part II of the Malaysian
Code on Take-overs and Mergers 1998 (the "Code"), the Vendors
will be required to make a mandatory take-over offer for all the
remaining shares in SBSB not already owned by the Vendors (MGO).

The CSPAs are conditional upon the SC granting a waiver to the
Vendors and parties acting in concert from having to undertake
the MGO. The Vendors will be seeking a waiver from the
requirements of the Code.

PROPOSED LISTING TRANSFER

Upon completion of the abovementioned proposals, SBSB will be
the new holding company of Omega and the Proposed Subsidiaries.
The principal activity of SBSB will be that of an investment
holding company.

The Proposed Listing Transfer shall involve the transfer of
Omega's listing status to SBSB whereby Omega Shares be de-listed
from the Official List of the Main Board of the Kuala Lumpur
Stock Exchange (KLSE) (Official List) and that SBSB Shares be
admitted to the Official List.

OTHER SALIENT TERMS OF THE RSA

The other salient terms of the RSA are as follows:

   a) Omega shall upon execution of the RSA enter into fresh
negotiations with the Creditor Banks for the purpose of reaching
an agreement with the Creditor Banks on the Proposed Debt
Restructuring in order that Omega and SBSB may within two (2)
months from the date of the RSA or such other period as Omega
and SBSB may agree (Settlement Period), enter into the
Settlement Agreement with all the Creditor Banks.

   b) Omega and SBSB agree that upon execution of the Settlement
Agreement and the CSPAs, they shall use their respective best
endeavors to procure and obtain the necessary consents,
approvals and/ or waivers as may be required of any third party
or governmental or regulatory body or authority having
jurisdiction of the Proposals as detailed in Section 19 below.

   c) Omega and SBSB agree that upon the fulfillment of the
following conditions:

     i) all conditions precedent stipulated in the Settlement
Agreement being satisfied;

     ii) all conditions precedent stipulated in the CSPAs being
satisfied; and

     iii) all the approvals detailed in Section 19 below being
obtained, each party shall do all things necessary to complete
and fully implement the Proposals.

In the event that the conditions above are not fulfilled within
a period of eighteen (18) months from the date of the RSA or
such other period as the parties to the RSA may agree, either
party may terminate the RSA by giving written notice to the
other party and upon such termination, neither party shall have
any claim against the other for costs, damages, compensation or
otherwise save in respect of an antecedent breach.

RATIONALE FOR THE PROPOSALS

On 5 June 1998, the SC revoked the license of OSSB. On 9 June
1998, the KLSE appointed Receivers and Managers to manage the
whole of the businesses, affairs and properties of OSSB.
Pursuant to the winding-up petition filed by the KLSE, the Court
appointed provisional liquidators on 11 March 1999.

On 12 February 1999, Pengurusan Danaharta Nasional Berhad
appointed Special Administrators (SAs) on WK Securities Sdn Bhd
(WK), a wholly owned subsidiary of OHB. On 1 December 1999, the
SAs signed an agreements with Kuala Lumpur City Securities Sdn
Bhd to dispose of WK's business for approximately RM55 million.

As a result of the above, Omega no longer had control over two
of its principal subsidiaries, i.e. OSSB and WK. Currently,
Omega Group does not have any source of income and has an
audited negative shareholders' funds of RM1.68 million as at 30
June 2001, and hence can be deemed not to be a going concern
entity. It is imperative that Omega implements a debt
restructuring scheme and to identify new profitable assets to
put it back on sound financial footing.

The rationale for the Proposals are as follows:

   a) to prevent Omega from being delisted and enable the
shareholders of Omega to retain their investment's listing
status;

   b) to enable Omega to reduce the burden of carrying a large
amount of accumulated losses while at the same time reducing the
paid-up capital of Omega which is no longer supported by assets;

   c) to restructure the debts of the Omega, so as to make them
manageable and to improve future cashflow and profitability of
the listed entity;

   d) to inject a new core business which would provide
immediate and stable source of revenue, profit and cashflow for
the listed entity;

   e) to raise fresh capital funds to finance the working
capital of the new assets to be injected into the listed entity;
and

   f) to increase the equity participation and support of
Bumiputera investors in the listed entity in line with the
National Development Policy.

EFFECTS OF THE PROPOSALS

Share Capital

The effects of the Proposals on the issued and paid-up capital
of Omega and SBSB are shown in Table 13 at
http://www.bankrupt.com/misc/TCRAP_Omega0212.html

Net Tangible Assets (NTA)/Gearing

Please refer to Table 14 at
http://www.bankrupt.com/misc/TCRAP_Omega0212.htmlfor the  
effects of the Proposals on the NTA and gearing of the Omega and
SBSB.

Earnings

The Proposals are not expected to have any significant effect on
the earnings of Omega for the financial year ending 30 June 2002
as the Proposals are expected to be completed in the second half
of year 2002. However, the interest saving arising from the
Proposed Settlement (assuming that the Corporate Guarantees are
crystallized) is estimated at RM9.12 million per annum.

Shareholding

Upon the completion of the Proposals, the Vendors will emerge as
the controlling largest shareholder of SBSB holding
approximately 64.67% of the enlarged issued and paid-up share
capital of the Company prior to the conversion of ICULS. Please
refer to Table 15 (A) and Table 15 (B) at
http://www.bankrupt.com/misc/TCRAP_Omega0212.htmlfor the  
effects of the Proposals on shareholders' shareholdings in Omega
and SBSB.

PROSPECTS OF THE SBSB GROUP PURSUANT TO THE COMPLETION OF THE
PROPOSALS

The prospects of the SBSB Group will very much depend on its
ability to enhance its manufacturing, marketing and product
diversification capabilities. The growth of the Group is
dependent on continued innovations not only in designs but also
in production techniques resulting in lower wastage and cost of
production. The SBSB Group's vision is to be one of the largest
manufacturers and exporters of furniture in Malaysia. To achieve
this vision, the Group is planning to embark on an expansion
plan through the following:

   a) expand and modernize the existing production facilities to
enhance the production capacity and efficiency;

   b) expand the research and development activities to research
customers' requirements, tastes and needs, alternative materials
for furniture manufacturing and to develop cost control system;
and

   c) to diversify into upstream activities such as kiln drying,
finger joining and component manufacturing to satisfy both the
SBSB Group and market requirements.

SBSB Group will continue to seek organic growth in the local
market while continue to market aggressively its products
overseas.

RISK FACTORS

Approvals of the relevant regulatory authorities

The Proposals are subject to and dependent upon the approvals
being obtained from the relevant regulatory authorities, details
of which are set out in Section 19 below. In the event that the
authorities for whatever reason reject the Proposals, there can
be no assurance that Omega is able to exist as a going concern.
Further, there is no assurance that new assets can be identified
to revive the financial position of Omega and Omega will run the
risk of being de-listed from the Official List.

Ownership and Control

Following the implementation of the Proposals, on the assumption
that the ICULS are fully converted, the Vendors will
collectively own approximately 53.35% of SBSB's issued and paid-
up share capital. As a result, it is likely that the Vendors
will be able to control some of the outcome of certain matters
requiring the vote of SBSB's shareholders, including the
appointment of board of directors, certain corporate
transactions and SBSB's business direction, unless the Vendors
are required to abstain from voting by law and/or the relevant
authorities.

Competition

It is pertinent to note that the SBSB Group, via its furniture
business, has been able to chart continued growth in its
business even during the economic crisis. The customers'
dependence and trust on the SBSB's ability to produce high
quality furniture is essential to safeguard its reputation in
the market place. Though SBSB seeks to maintain its competitive
position through its commitment for quality and reliability,
there is no assurance that SBSB Group will not be affected by
the competitive strategy adopted by other companies within the
same industry and thus losing its existing customer base.

It is difficult to ascertain that the SBSB Group will be able to
maintain continuous growth in the long term. It is imperative to
note that the company has succeeded in maintaining a continued
growth in the production and sale of furniture industry since
the onset. This is the result of the SBSB Group's effort to keep
a high standard product quality, as well as a strong
distribution network.

Foreign Exchange Risks

A significant amount of trade of SBSB Group is transacted in
foreign denominated currencies. In an environment of a floating
exchange rate, there would exist risks that exchange
fluctuations would affect the profitability of the SBSB Group.
However at present time, the Malaysian Ringgit has been fixed to
the United States Dollar (USD). As most transactions are in USD,
there is certainty in pricing items purchased and/ or sold.
Nevertheless, the USD is freely floating against other nations'
currencies and there can be no assurance that future foreign
exchange fluctuations will not adversely impact the SBSB Group.
There can be no assurance that the exchange rate currently
pegged at RM3.80:USD1.00 will be maintained in the future.

Key Personnel

The future success of the SBSB Group will depend to a
significant extent upon the abilities and continued efforts of
the Vendors and certain key personnel. The loss of these key
personnel could adversely affect the SBSB Group's continued
ability to compete in the furniture industry. There can be no
assurance that the SBSB Group is able to retain these
individuals in its employment, or that it will successfully
attract and retain additional or replacement personnel with the
requisite experience and capabilities to enable the Group to
profitably and effectively evaluate, develop and market the
Group's products. However, every effort is presently made to
groom younger members of the management team to play key roles
in the SBSB Group's business operations to ensure the
availability of management resources for assured continuity and
succession.

Capital Market Risks

SBSB will be listed on the Main Board of the KLSE pursuant to
the Proposed Listing Transfer. The performance of the local
bourse is very much dependent on external factors such as the
performance of the regional and world bourses and the inflow or
outflow of foreign funds. Sentiments are also largely driven by
internal factors such as economic and political conditions of
the country as well as the growth potential of the various
sectors of the economy. These factors invariably contribute to
the volatility of trading volumes witnessed on KLSE, thus adding
risk to the market price of the listed shares of SBSB.
Nevertheless the profitability of SBSB Group is not dependent on
the performance of the KLSE as the business activities of SBSB
have no direct correlation with the performance of the KLSE.

Business Risks

The SBSB Group is also subject to risks inherent to the
furniture industry such as the availability and increases in
price of raw materials and labor costs, change in customer
taste, technology and competition from existing and potential
players.

Although the SBSB Group seeks to limit its business risks
through investments in highly automated machinery or by having a
large customer base, wide market network and prudent management
policies, no assurance can be given that such measures currently
undertaken will be effective in the future, given the fluid
economic and business environment in which the SBSB Group
operates.

DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST

None of the Directors and substantial shareholders or persons
connected to the Directors and/or substantial shareholders of
Omega have any other interest, direct or indirect, in the
Proposals.

DIRECTORS' RECOMMENDATION

The Directors of Omega, after careful deliberation, are of the
opinion that the Proposals are in the best interest of Omega.

APPOINTMENT OF ADVISORS

Arab-Malaysian has been appointed as Advisor to Omega for the
Proposals.

CONDITIONS OF THE PROPOSALS

The Proposals is subject to the approvals of the following:

   a) the SC;
   b) the Creditor Banks involved in the Proposed Debt
Restructuring;
   c) the Foreign Investment Committee;
   d) the Ministry of International Trade and Industry;
   e) the shareholders of Omega at the Extraordinary General
Meetings (EGM) to be convened;
   f) the approval of the KLSE for the listing of and quotation
for the securities to be issued pursuant to the Proposals;
   g) the High Court sanction of the Proposed Capital Reduction
and Consolidation; and
   h) any other relevant authorities

The above are also conditions precedent to the RSA and CSPAs.

The approval of the SC is also required for the Proposed Waiver
from undertaking an MGO.

SUBMISSION TO THE SC

The submission to the SC with respect to the Proposals will be
made within three (3) months from the date of securing Creditor
Banks' approval for the Proposed Settlement.

The Directors or Omega are also of the opinion that the
Proposals have not departed from the SC's Policies and
Guidelines on the Issue/Offer of Securities.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the RSA and CSPAs are available for inspection at the
Registered Office of the Company during normal office hours from
Monday to Friday (except public holidays) for a period of two
weeks commencing from the date of this announcement.


PAN PACIFIC: Releases Jan 2002 Defaulted Payment Status
-------------------------------------------------------
The Board of Directors of Pan Pacific Asia Berhad (PPAB)
announced the Default in Payment as at 31 January 2002 of PPAB
and its subsidiaries in accordance with the Practice Note No.
1/2001. The table is available at:
http://www.bankrupt.com/misc/TCRAP_PanPacific0212.xls

The Board of Directors also informed that there are no material
changes in PPAB's status of default from the date of last
announcement until 31 January 2002.


PARK MAY: Bonds Fully Redeemed
------------------------------
Park May Berhad's (PMB) RM149.93 million Redeemable Convertible
Bonds (2000/2005) (Bonds) were redeemed in advance on 31 January
2002. The redemption of the outstanding Bonds of RM112.4 million
(based on its accreted value as at 30 November 2001) was
financed through a combination of internal funds and external
borrowings. PMB utilized part of the proceeds from the recent
issuance of its RM120.0 million Commercial Paper and Medium-Term
Notes Programmed (2002/2007) (CP/MTN) for the early redemption
of the Bonds. The CP/MTN has respective long- and short-term
ratings of BBB3 and P3 from RAM.

PMB is a public transport operator that is listed on the Main
Board of the Kuala Lumpur Stock Exchange. The Group's principal
activities include the operation of stage and express buses


TAT SANG: New Significant Development on Defaulted Payment
----------------------------------------------------------   
Tat Sang Holdings Berhad (TSHB) informed that there had been no
new development in relation to the default in payment of the
principle and/or interest of the bank borrowings of TSHB and its
subsidiaries since its announcement on 10 January 2002. TSHB
provided an update on the details of banking facilities which
are currently in defaults as per attached Table 1 at
http://www.bankrupt.com/misc/TCRAP_TatSang0212.doc


TRANS CAPITAL: Enters Proposed Restructuring Scheme MOU
-------------------------------------------------------
The Board of Directors of Trans Capital Holding Berhad (TCHB)
informed that on 8 February 2002, they have entered into a
Memorandum of Understanding (MOU) with AKN Capital Sdn Bhd (AKN
Capital) and Ahmad Kabeer Nagoor (AK Nagoor) wherein TCHB, AKN
Capital and AK Nagoor are desirous to propose a restructuring
scheme (Proposed Restructuring Scheme) involving, inter alia,
the setting up of a newco to take over the listing status of
TCHB and AKN Capital together with AK Nagoor to inject a group
of companies into the newco.

TCHB, AKN Capital and AK Nagoor agree to execute a formal
agreement incorporating all the terms and conditions agreed
between the parties within 60 days from the date of the MOU or
such later date as may be mutually agreed upon by the parties in
writing.

The details of the Proposed Restructuring Scheme are still being
finalized and accordingly, will be announced upon its
finalization and the execution of the formal agreement.


=====================
P H I L I P P I N E S
=====================


ALL ASIA: ATR-Kim Signs Agreement to Acquire Subsidiary
-------------------------------------------------------
Investment house, ATR-Kim Eng Capital Partners, has signed a
deal to acquire 90 percent of All Asia Life Assurance Corp., a
unit of debt-laden All Asia Capital and Trust Corp., the
Inquirer reported on Monday, citing ATR-Kim Eng Capital
President Manuel Tordesillas.

The agreement gives the ATR-Kim Eng group management control of
All Asia Life while waiting for approval of All Asia Capital's
shareholders and creditors in the next 90 days. All Asia
Capital's board and its court-appointed receiver have agreed on
the deal. Approval is also needed from the Insurance Commission
and the International Finance Corp. (IFC), a shareholder of All
Asia.


NATIONAL POWER: Govt Aims Assets Investments From Investors
-----------------------------------------------------------
The government aims to lure investors to invest into the assets
of state-owned National Power Corp. (Napocor), Business World
reported on Tuesday. According to Energy Secretary Vincent S.
Perez, Jr. the government will hold another road show for the
privatization of Napocor's National Transmission Company
(Transco). "The second road show will be by the end of
February," said Mr. Perez.

Napocor privatization advisor NM Rothschild and Sons is
preparing the details. A Philippine team led by President Gloria
Macapagal-Arroyo went on a road show in January for the
privatization of Napocor's assets. The offer was deferred as a
result of the slow performance in the market.

DebtTraders reports that National Power Corporation's 9.750%
bond due in 2009 (NATPW6) trades between 97.567 and 98.929. For
real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=NATPW6


NATIONAL STEEL: Appraising Proposed Debt Write-Off Impact
---------------------------------------------------------
Creditor banks of National Steel Corp. (NSC) are currently
appraising the impact of the proposed debt write-off involving
one-third of the steel firm's total debt worth P16 billion,
Business World reported on February 12.

An unnamed source familiar with the deal said although banks are
not too keen in accepting the unpalatable proposal of a debt
write-off, creditors seem to have no choice but to perhaps agree
in view of social and political situation. The proposal is now
being referred to various boards for approval. The proposed
write-off is currently undergoing some review and it will be
decided on the higher level.


NATIONAL BANK: Owners Defer Rehabilitation MOU
----------------------------------------------
The Philippine government and Philippine National Bank majority
shareholder Lucio Tan has postponed the signing a memorandum of
agreement (MoU) for the bank's rehabilitation involving the
conversion of about $150 million in loans to preferred shares,
CNN reported on Monday. The signing had been set for February 8.

Both the government and Tan will jointly sell their shares after
rehabilitation, with each able to own a 45 percent stake in PNB.
The rehabilitation plan involves the injection of fresh capital
into PNB and the restructuring of some six billion pesos ($117.2
million) of its government loans over 10 years.

Lucio Tan controls 67 percent of PNB, which owes the government
almost $500 million. The government owns 16 percent of PNB, with
the public holding the remaining 17 percent. The bank owes the
government P25 billion ($488.3 million) and P15 billion to the
Central Bank of the Philippines and P10 billion to the PDIC.


PHILIPPINE LONG: Receives US$149M Credit From German Firm
---------------------------------------------------------
Philippine Long Distance Telephone Company (PLDT) has signed a
loan agreement with Kreditanstalt fur Winderaufbau (KfW) of
Germany that will the firm with a new US$149-million facility to
refinance, in part, a repayment due from January 2002 until
December 2004, Asia Pulse reported on Monday.

PLDT President and CEO Manuel Pangilinan said the facility is a
nine-year loan inclusive of a two-year grace period and is to be
disbursed over a three-year period. TCR-AP reported last month
that the firm's obligation in 2002 is estimated at US$323
million.

DebtTraders reports that Philippine Long Distance Telephone Co's
10.625% bond due in 2004 (PLDT8) trades between 95 and 98. For
real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=PLDT8


=================
S I N G A P O R E
=================


CAM INTERNATIONAL: Annual General Meeting Set on February 28
------------------------------------------------------------
The annual general meeting of CAM International Holdings Ltd
(the Company) will be held at Carlton Hotel, Esplanade Room 2,
Level 4, 76 Bras Basah Road, Singapore 189558 on Thursday, 28
February 2002 at 2:00 pm for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the Directors' Report and Audited
Accounts of the Company for the year ended 30 September 2001
together with the Auditors' Report thereon. (Resolution 1)

2. To re-elect the following Directors retiring pursuant to
Article 88 of the Company's Articles of Association:

Lim Kok Kay (Retiring under Article 88) (Resolution 2)

3. To re-appoint Deloitte & Touche as the Company's Auditors and
to authorize the Directors to fix their remuneration.
(Resolution 3)

4. To transact any other ordinary business which may properly be
transacted at an Annual General Meeting.


AS SPECIAL BUSINESS

5. To approve the payment of Directors' fees of S$40,000.00 for
the year ended 30 September 2001 (2000: S$60,000). [See
Explanatory Note (i)] (Resolution 4)

6. Authority to allot and issue shares up to 10 per centum (10%)
of issued share capital

That pursuant to Section 161 of the Companies Act, Cap. 50, the
Directors be and are hereby empowered to allot and issue shares
in the Company at any time and upon such terms and conditions
and for such purposes as the Directors may, in their absolute
discretion, deem fit provided that the aggregate number of
shares to be allotted and issued pursuant to this Resolution
shall not exceed ten per centum (10%) of the issued share
capital of the Company for the time being and that such
authority shall, unless revoked or varied by the Company in
general meeting, continue in force until the conclusion of the
Company's next Annual General Meeting. [See Explanatory Note
(ii)] (Resolution 5)

7. Authority to grant options and issue shares under the CAM
International Holdings Ltd Executives' Share Option Scheme

That pursuant to Section 161 of the Companies Act, Cap. 50, the
Directors be and are hereby empowered to allot and issue shares
in the capital of the Company to the holders of options granted
by the Company under the CAM International Holdings Ltd
Executives' Share Option Scheme (the Scheme) established by the
Company upon the exercise of such options and in accordance with
the terms and conditions of the Scheme provided always that the
aggregate number of additional ordinary shares to be allotted
and issued pursuant to the Scheme shall not exceed five per
centum (5%) of the issued share capital of the Company from time
to time. [See Explanatory Note (iii)] (Resolution 6)

Explanatory Notes:

(i) The Ordinary Resolution 4 proposed in item 5 above, if
passed, will empower the Company to pay the Directors' fees for
the financial year ended 30 September 2001.

(ii) The Ordinary Resolution 5 proposed in item 6 above, if
passed, will empower the Directors from the date of the above
Meeting until the date of the next Annual General Meeting, to
allot and issue shares in the Company. The number of shares
which the Directors may allot and issue under this Resolution
would not exceed ten per centum (10%) of the issued share
capital of the Company for the time being.

(iii) Ordinary Resolution 6 proposed in item 7 above, if passed,
will empower the Directors of the Company, from the date of the
above Meeting until the next Annual General Meeting, to allot
and issue shares in the Company of up to a number not exceeding
in total five per centum (5%) of the issued share capital of the
Company for the time being pursuant to the exercise of the
options under the Scheme.

Notes:

1. A Member entitled to attend and vote at the Meeting is
entitled to appoint a proxy to attend and vote instead of him. A
proxy need not be a Member of the Company.

2. If the appointor is a corporation, the proxy must be executed
under seal or the hand of its duly authorized officer or
attorney.

3. The instrument appointing a proxy must be deposited at the
Registered Office of the Company at 10 Collyer Quay #19-08 Ocean
Building, Singapore 049315 not less than forty-eight (48) hours
before the time for holding the meeting.


CAPITALAND LIMITED: Incurs $275M Group Net Loss
-----------------------------------------------
CapitaLand Limited announced on February 8, 2002 that the
company reported net profit after tax and minority interest (MI)
of $417 million, before provisions for the full-year period
ended 31 December 2001. After accounting for non-cash
provisions, the Group reported a net loss after tax and MI of
$275 million for the year. In 2001, the Group made provisions
totaling $747 million due to several factors including declining
Singapore property values, the general worldwide economic
slowdown, and the effects of the September 11 terrorist attacks.

Financial Highlights:

$million                      2001      2000     % Change

Turnover                      3,368     2,922     15

Earnings before interest
And tax (EBIT                 406       311       31

Net profit after tax and MI
-without provisions          417       141       196
-with provisions             (275)     (287)      4

Liew Mun Leong, President and CEO of CapitaLand said, "Despite
the difficult operating conditions in 2001, all of our strategic
business units reported higher turnover and EBIT. As a
consequence, Group turnover increased 15.3% to $3.4 billion.
This growth rate slightly exceeded the Group's full-year 2001
turnover projection made a year ago."

He added, "The Group's EBIT also improved significantly in
2001. As a result of strong contributions from CapitaLand
Commercial, CapitaLand Fund Management and Raffles Holdings,
Group EBIT jumped by more than 30% to $405.6 million. The
Group's divestment programmed was also highly successful. In
2001, the net cash flow from divestments and operations exceeded
$2 billion. As a result, we have improved our gearing to 0.87.
Excluding provisions and revaluation deficits, gearing would
have fallen to 0.76. We are progressing towards our goal of
becoming an asset-light property company."

Numerous non-core assets were divested in 2001 resulting in
profits after tax and MI of more than $420 million. A portion of
the divestment proceeds was used to pare down debt. Both The
Ascott Group Limited (The Ascott) and Raffles Holdings used some
of their divestment proceeds to fund acquisitions to expand
their hospitality businesses.

The Group continued to execute its strategy to grow its income
from third-party management contracts and lighten its balance
sheet. An example of a transaction that achieves both these
objectives is CapitaLand Commercial's joint venture with ERGO
Insurance of Germany to create the first Singapore dollar-
denominated wholesale office property fund.

2001 was undoubtedly a difficult year for the Singapore
residential market. However, after making mid-year provisions,
CapitaLand Residential (CRL) launched and sold 100% of Tanamera
Crest and 75% of The Levelz. Overall, CRL sold a total of 1,223
units, representing a 14% share of the Singapore residential
market.

2002 PROSPECTS:

In 2002, CapitaLand will continue to strengthen its balance
sheet through various financing activities and additional
divestments. The company expects to divest another $500 million
to $1 billion of its assets. A portion of the proceeds from
these sales will be used to pare down debt.

CapitaLand expects its 2002 turnover to be comparable to that
achieved in 2001. The Group anticipates being able to maintain
its revenue level, despite its $1.7 billion worth of divestments
in 2001 and the corresponding loss of revenue from those
properties. CapitaLand expects that its 2001 acquisitions,
including the Swissotel and Oakford chains by Raffles Holdings
and The Ascott respectively, will offset the loss of
contribution from assets divested in 2001.

CapitaLand also anticipates increasing its EBIT in 2002. This is
due, in part, to the fact that the Group does not foresee the
need to make provisions comparable to those taken in 2001.
Residential projects in China, the growth in fee-based income
and The Ascott's improved operational results will also help to
boost EBIT.

The Group will continue to build its management fee business.
CapitaLand expects its management fee income to increase as
CapitaLand Financial continues to explore new opportunities
while the other SBUs vie for additional third party management
contracts.

CapitaLand anticipates posting a full-year profit in 2002.

For more information, please contact:
Media Contact: Analyst Contact:
Basskaran Nair George Tanasijevich
SVP, Communications SVP, Equity Markets
Tel: 8233 554 Tel: 8233 535

For details on the analysts and media briefing, please visit the
website www.capitaland.com.sg for webcast (audio only) on that
briefing.


CHEW EU: Clarifies Acquisition Announcement
--------------------------------------------
The Directors of Chew Eu Hock Holdings Ltd, in reference to the
Announcement dated 30 January 2002 (the Acquisition
Announcement) relating to the Acquisition and the queries set
out in the letter dated 5 February 2002 from the SGX-ST
regarding the Announcement (the SGX Letter), clarified as
follows (All capitalized terms herein shall have the same
meaning as defined in the Acquisition Announcement):

1. Amount of Creditors' Claims against CEH Construction

In the SGX Letter, SGX-ST has asked the Company to disclose the
amount of creditors' claims against Chew Eu Hock Construction
Co. Private Limited (Under Judicial Management) (CEH
Construction) as at approximately the Latest Practicable Date.

As at 5 February 2002, based on the information made available
to the Company and based on proofs of debts filed by the
creditors (the Creditors) of CEH Construction and/or documents
or information in the Company's possession, control or custody,
the total amount of unsecured third party creditors' claims (the
Claims) for which CEH Construction may be liable is
approximately S$56.7 million. The Judicial Manager is in the
process of adjudicating the proofs of debts filed by the
Creditors and it is presently not ascertainable how much of the
Claims would eventually be admitted by the Judicial Manager.

The Company understands that the Judicial Manager placed an
advertisement on 4 February 2002 in the Straits Times and on 5
February 2002 in the Lian He Zhao Bao, to notify Creditors of
CEH Construction to file their proofs of debt by 18 February
2002.

2. Ascertainment of the Purchase Consideration

In the SGX Letter, the SGX-ST has asked the Company to clarify
if the Purchase Consideration could be ascertained by 31 May
2002, in view of the fact that the Purchase Consideration is
subject to adjustments up to 30 June 2003, payable by way of
cash payments.

As disclosed in the Acquisition Announcement, the Purchase
Consideration for the Acquisition of the Hiap Hoe Companies is
based on the aggregate audited NTAs of the Hiap Hoe Companies as
at 31 March 2002 (subject to certain adjustments up to 31 May
2002 as described in the Acquisition Announcement). The Purchase
Consideration is satisfied by way of issue of shares (Share
Swap) based on the consolidated NTA per share of the Company as
at 31 March 2002 (subject to certain adjustments up to 31 May
2002 as described in the Acquisition Announcement) on the basis
that the Scheme has been completed (Adjusted CEH NTA per Share).

As the Share Swap under the Acquisition is on a NTA to NTA
basis, the Option Agreement provided that in the event there is
any diminution to the Adjusted CEH NTA per Share arising from
either (a) over-provision or under-provision of the liability
amount of the Claims or (b) over-provision or under-provision of
the variation orders in respect of CEH Construction's project in
Punggol (the Punggol Project), the Purchase Consideration will
be adjusted accordingly by way of cash payments by or to Hiap
Hoe, as the case may be. Such adjustments will be made on or
before 30 June 2003.

If the adjustment would result in a reduction of the Purchase
Consideration, such reduction shall not exceed a certain cap
amount which is determined by reference to the value
attributable to that part of the Consideration Shares (as
referred to in the Acquisition Announcement) which is in excess
of 75% of the enlarged share capital of the Company based on the
Adjusted CEH NTA per Share (assuming the entire Purchase
Consideration is satisfied by issue of Consideration Shares).

3. Disposal of Overseas Investments

(a) SGX-ST has asked the Company to clarify if the "Overseas
Investments" to be disposed of by CEH Construction by 31 May
2002 are core businesses of the Group, and to state the net
profit attributable to such Overseas Investments for the latest
financial year.

The Overseas Investments to be disposed are as follows:
1. CEH-Laos Construction Pte Ltd
2. Monico-CEH Joint Venture
3. CEH Construction Co. (Pvt) Ltd
4. Quoted shares in Prime Bank Limited in Bangladesh

As at 31 July 2001, the combined net profit attributable to
items 1 to 3 above was $195,502. Item 4 was carried at cost in
the books of account.

The companies referred to in items 1 to 3 above are in the
business of construction activities, which is the main business
of the CEH Group. However, they are not regarded as principal
operating companies based on the revenue and net profit
attributable by such companies for FY 2001.

The Directors explained that Hiap Hoe required it during the
negotiation process on the Option Agreement that the Overseas
Investments be divested by the CEH Group not later than 31 May
2002. It is further required by Hiap Hoe that if the divestment
does not take place by 31 May 2002 and the Acquisition is
completed, then Mr Chew Eu Hock will grant a put option in
favour of Hiap Hoe to require him to purchase the Overseas
Investments from CEH Construction by 31 December 2002, at a
consideration equal to the net book value of the Overseas
Investments as at 31 March 2002.

4. Conversion of MS Loan

The SGX-ST has asked the Company to clarify if the MS Loan
Conversion is a condition precedent to the exercise of the Call
and/or Put Options, and to state whether the Converted MS Shares
would be taken into consideration for the purpose of computing
the NTA per share of the Company as at 31 May 2002.

The Directors confirmed that the MS Loan Conversion is not a
condition precedent to the exercise of the Call Option and/or
the Put Option, but an undertaking on the part of Mr Chew Eu
Hock, as requested and required by Hiap Hoe as one of the terms
in the Option Agreement.

The Converted MS Shares would be issued at the same time as the
Creditors Shares are issued to the Creditors pursuant to the
Scheme, but prior to the allotment and issue of the
Consideration Shares to Hiap Hoe as satisfaction of the Purchase
Consideration, and therefore would be taken into account for the
purpose of computing the share swap basis between Hiap Hoe and
the Company under the Acquisition, which is based on the
consolidated NTA per share of the Company as at 31 March 2002
(subject to certain adjustments up to 31 May 2002 as described
in the Acquisition Announcement).

5. Basis for offer to Creditors and Existing Shareholders

The SGX-ST has also asked that the Company disclose the basis
for Mr Chew Eu Hock's offer to Creditors and/or existing
shareholders of up to 26 percent of the Converted MS Shares (the
"Converted MS Shares Offer").

The Directors informed that the Converted MS Shares Offer is for
free (i.e. nil consideration). As to how much or in what
proportions such shares will be offered to the existing
shareholders (other than Mr Chew Eu Hock and his associates)
and/or the Creditors, this will only be determined at a later
date in conjunction with the Scheme, and in consultation with
Hiap Hoe and the Judicial Manager of CEH Construction.


LKN-PRIMEFIELD: Increases Unit's Capital
----------------------------------------
LKN-Primefield Limited (the Company) announced on February 8
that its wholly owned subsidiary, Primefield Company Pte Ltd
(Primefield) has been allotted 6,100,000 ordinary shares of
SGD1.00 each at par in the capital of Primefield's wholly owned
subsidiary, AXS InfoComm Pte Ltd (AXS InfoComm). Following the
allotment, Primefield holds in aggregate 6,600,000 ordinary
shares of SGD1.00 each, representing 85% of the issued and paid-
up capital of AXS InfoComm.

AXS InfoComm has developed a technology platform that provides
users easy access to various info-comm applications through an
innovative use of broadband, wireless and payment technologies.
In March 2001, it launched its specially designed Public Access
Transactional Terminal, AXS (pronounced "access") Station, to
provide users access to online services provided by government
and commercial entities such as CPF, MobileOne (Asia), Yellow
Pages, etc. Users can also pay their bills and fines online to
public and private organizations such as Power Supply, telephone
companies, HDB/URA, Traffic Police, the Subordinate Courts, LTA,
and many others. AXS stations also have the capability to
provide telephony, SMS, emails and e-postcards amongst a host of
other services. There are currently 108 AXS stations located
over the island, with more to come.

The Directors and substantial shareholders represented by the
directors of the Company have no direct or indirect interest in
the above transaction. The above transaction is not expected to
have any impact on the Company's earnings per share and net
tangible assets per share.

TCR-AP reported that a Trust Deed dated 13 March 2001 (the Trust
Deed), was executed by Lkn-Primefield Limited (the Company) in
favor of HSBC Trustee (Singapore) Limited. It related to the
redeemable fixed rate bonds, due 2006, issued by the Company in
connection with the debt-restructuring scheme implemented by the
Company and certain of its subsidiaries in 2001.


PANPAC MEDIA.COM: Withdraws Unit's Scheme of Arrangement
--------------------------------------------------------
The Board of Directors of Panpac Media.com Limited (Company)
announced on February 8, 2002 that that further to the
announcement dated 28 November 2001 and the Circular to
Shareholders in relation to the proposed bonus warrants issue
dated 11 December 2001 (Circular), the Board has decided to
withdraw the Scheme of Arrangement (Scheme) in relation to one
of its wholly-owned subsidiaries, ZingAsia Pte Ltd (ZingAsia).

ZingAsia was engaged in the business of operating a travel
portal, www.zingasia.com. The Company had suspended the
operations of the travel portal on 22 November 2001.

We have disclosed in our announcement dated 28 November 2001 and
in the Circular (specifically paragraph 14 under the heading
"Litigation" on page 12 of the Circular) that ZingAsia will
proceed to make an application to the Court for sanction of the
Scheme. After reviewing the matter, the Board has decided to
withdraw the Scheme with effect from 28 January 2002.

The decision was made by the Board of Directors in view of:

(a) in view of the current economic slowdown and the uncertain
general outlook of the airlines industry, and the Board decision
to suspend the operations of ZingAsia's travel portal,
www.zingasia.com, on 22 November 2001, the rationale for
implementing the Scheme to enable ZingAsia to continue as a
going concern is no longer relevant;

(b) one of the creditors has been persistently opposed to the
intended implementation of the Scheme. The Board is of opinion
that the protracted delay may be prejudicial to the creditors;
and

(c) the withdrawal of the Scheme would result in cash savings by
the Company of approximately S$250,000.

As the amount owing by ZingAsia to creditors has been provided
for in the last financial year, the withdrawal of the Scheme
will not have any impact on the Company's financial position.

The Board of Directors of Panpac Media.com Limited ('Company")
also wishes to announce that ZingAsia cannot continue business
by reason of its liabilities. Accordingly, a notice to
ZingAsia's creditors have been sent out to convene the meeting
of creditors on 8 February 2002 to wind up ZingAsia voluntarily
pursuant to Section 290 (1) (b) of the Companies Act.

The liquidation of ZingAsia will not have any material impact on
the Company's financial position.


===============
T H A I L A N D
===============


EMC PUBLIC: Bank Thai Becomes First Major Shareholder
-----------------------------------------------------
EMC Power Co., Ltd., the plan Administrator of EMC Public
Company Limited, will issue the additional ordinary shares to
Bank Thai Public Co., Ltd. in the amount of 5,583,279 shares
which have the par value of Bt10 per share and EMC will convert
the debt to equity and issue the ordinary shares to Bank Thai
on February 18, 2002.   

At first, from conversion of debt to equity as mentioned in the
rehabilitation plan, Bank  Thai received  9,920,000 shares which
have the par value of Bt10 per share  Therefore, after issuing  
the additional ordinary shares, Bank Thai will hold 15,503,279
shares in EMC, in the proportion of 28.85 of paid-up capital.
The result of the conversion of debt to equity is that Bank Thai
will be the first major shareholder of the company.    


PREECHA GROUP: Capital Increase Shares Issuance Noted
-----------------------------------------------------    
Preecha Group Public Co., Ltd., in reference to its capital
increasing from Bt600,000,000 of its original registered capital
to Bt1,344,000,000, issued 74,400,000 common shares.  Each share
has Bt10 face value. The increased shares included:

   * 14,400,000 shares were allotted to National Finance Public
Co., Ltd. at Bt7 per share, which was accounted for
Bt100,800,000.  The company used income from this portion
to pay the company's debt to National Finance Public Co., Ltd.

   * 60,000,000 shares were allotted to the existing
shareholders at Bt0.1 per share.  

According to the allotment result of this portion, only
36,832,599 were successfully sold to the existing shareholders,
which accounted for Bt3,683,259.90.  Income received
from selling of these share will be used as the company's
working capital.  Nonetheless, the company's board of directors
will determine alternatives choices for the residual shares,
23,167,401 shares of this portion accordingly.


SINO-THAI ENGINEERING: Signs Contract With MKKL
-----------------------------------------------      
Sino-Thai Engineering & Construction Public Company Limited
(STECON) informed that on January 31, 2002 the Company signed a
contract with Mitsubishi Kakoki Kaisha Ltd. (MKKL) to do Civil
and Building work for AIT-2 Project.

The contract details are:

   Contract Value : Bt127 Million
   The period of work : 381  days

Moreover, STECON is chose by Capital Cereal Co., Ltd. to
construct 12 concrete silos.

The work details are:

   Contract Value : Bt37.45 Million
   The period of work : 10 months
   Beginning date : February 21, 2002

                                                                
THAI ENGINE: Approved Reorganization Plan Amendment Successful
--------------------------------------------------------------
Churchill Pryce Planner Company Limited, Plan Administrator for
Thai Engine Manufacturing Public Company Limited (TEM), further
to the Central Bankruptcy Court's approval on 20th December 2000
on TEM's Business Reorganization Plan (the Original Plan) in
accordance with the Bankruptcy Act B.E. 2483, as amended, has
conducted and undertaken TEM's businesses in accordance with the
Original Plan comprising of 7 steps:

   (1) Restructure of Existing
Indebtedness;
   (2) Transfer of Selected Assets and Liabilities to Special
Purpose Vehicles;
   (3) Transfer of Collateral to Remaining Secured Creditors;         
   (4) Capital Reduction;
   (5) Capital Increase and Swapping of Debt for Equity;
   (6) Forgiveness by Creditors of Remaining Debt; and
   (7) Re-listing of Operating Business Unit .  

To date, step 1, step 2, step 3 and step 4 have been completed.  
Step 5 is expected to be completed by March  2002.
        
However, during the plan administration period, a  new investor
has expressed its interest in purchasing the business of TEM by
way of acquiring the entire registered share capital of TEM and
repaying the Convertible Debentures issued to creditors.

To facilitate the purchase of the shares from the creditors, it
is necessary for the Original Plan to be amended.  On 1st
February 2002, the majority of creditors, which was accounted
for 66.99% of the total debt of the creditors attending the
meeting, voted in favor of the Plan Amendment. This enabled the
purchase to proceed.

The summary of the Plan amendments made to the Original Plan are
set out below:

   1. The Plan Amendment modifies Step 7 of the Original Plan to
be the sale of the entire share capital of TEM to the investor.

   2. The Plan Amendment sets a deadline for the completion of
the sale of shares at 60 days from the date in which the Court
orders approval of the Plan Amendment,  otherwise MHI
convertible debenture is issued to creditors.

   3. If the sale and repayment of the convertible debenture
creditor is not completed within 90 days from the execution date
of the Acquisition Agreement, then the  terms of the Original
Plan will remain intact.

   4. The Plan Amendment clarifies that there is no role for MHI
in the appointment of AMC II executives.

   5. The debt forgiveness of TEM will only occur when creditors
receive the full repayment of the convertible debenture and the
payments for the shares.

   6. The condition details for the sale of the shares have
following key points:

      a) the investor must pay in full the convertible debenture
issued to creditors;  

      b)  debt is only forgiven  when the repayment of
convertible debenture and payment  for shares; and

      c)   escrow account holds shares until convertible
debenture has been repaid in full which must be completed within
90 days from the acquisition date.


TREATTHABOON COMPANY: Business Reorganization Petition Filed
------------------------------------------------------------
The Petition for Business Reorganization of Treatthaboon Company
Limited (DEBTOR) was filed in the Central Bankruptcy Court:

   Black Case Number 360/2544

   Red Case Number 445/2544

Petitioner: TREATTHABOON COMPANY LIMITED

Planner: Mr. Chatchai Treatthaboon

Debts Owed to the Petitioning Creditor: Bt4,760,657,969.50

Date of Court Acceptance of the Petition: May 14, 2001

Date of Examining the Petition: June 11, 2001 at 9.00 AM; the
objection may be filed with the Central Bankruptcy Court not
less than three days prior to the trial date

Court Order for Business Reorganization and Appointment of
Planner: June 11, 2001

Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Matichon Public Company Limited
and Siam Rath Company Limited: June 21 18, 2001

Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Government Gazette: July 31, 2001

Deadline for the Planner to submit the Reorganization Plan to
the Official Receiver: October 31 , 2001

Planner postponed the date of submitting the reorganization plan
#1st to November 30, 2001

Planner postponed the date of submitting the reorganization plan
#2nd to December 30, 2001

Waiting for the appointment of the Meeting of Creditors

Contact: Miss Patharee Tel, 6792525 ext. 143


S U B S C R I P T I O N  I N F O R M A T I O N

Troubled Company Reporter -- Asia Pacific is a daily newsletter
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USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
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Copyright 2002.  All rights reserved.  ISSN: 1520-9482.

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